Common use of Winding Up of Affairs Clause in Contracts

Winding Up of Affairs. Except as otherwise provided in Section 9.2 hereof, in the event of the dissolution of the Company for any reason, the Manager shall promptly commence to wind up the affairs of the Company and shall convert all of the Company's assets to cash or cash equivalents within such reasonable period of time as may be required to receive fair value therefor. During the period of winding up the affairs and business of the Company, the rights and obligations of the Manager set forth herein with respect to the management of the Company shall continue. The Manager retains the right to "run out" the existing Portfolio during any wind up period. In the event the Manager ceases or fails to act, a Member who has not wrongfully Dissociated may participate in the winding up of the Company's business, or the legal representative of the last surviving Member may wind up the Company's business. On application of any Member, Member's legal representative or Member Transferee, the court, for good cause shown, may order judicial supervision of the winding up. A Person winding up the Company's business may prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the Company's business, dispose of and transfer the Company's property, discharge the Company's liabilities, distribute the Company's assets as provided for herein, settle disputes by mediation or arbitration, and perform other necessary acts. The Company shall be bound by a Person's act after dissolution that is appropriate for winding up the Company's business or would have bound the Company under Section 13-5 of the Act before dissolution if the other party to the transaction did not have notice of the dissolution. A Person who, with knowledge of the dissolution, subjects the Company to liability by an act that is not appropriate for winding up the Company's business shall be liable to the Company for any damage caused to the Company from such liability. The assets of the Company shall be applied or distributed in liquidation in the following order of priority: (1) in payment of debts and obligations of the Company owed to third party creditors (including Members who are creditors) and (2) to Members in the manner set forth in Section 6.3 hereof. All items of income, gain, loss, deduction and credit during the period of liquidation shall be allocated among the Members in the same manner as before the dissolution.

Winding Up of Affairs. Except as otherwise provided in Section 9.2 hereof, in Upon the event occurrence of the dissolution an Event of the Company Dissolution for any reasonreason , the Manager Board of Managers shall promptly commence to wind up the affairs of the Company and shall convert all of the Company's ’s assets to cash or cash equivalents within such reasonable period of time as may be required to receive fair value therefor. During The Board of Managers may designate a Person to manage the period of winding up the affairs and business of the Company, the rights and obligations of the Manager set forth herein with respect to the management of the Company shall continue. The Manager retains the right to "run out" the existing Portfolio during any wind up period. In the event the Manager ceases or fails to act, a Member who has not wrongfully Dissociated may participate in the winding up of the Company's business, or the legal representative of the last surviving Member may wind up the Company's business. On application of any Member, Member's legal representative or Member Transferee, the court, for good cause shown, may order judicial supervision of the winding up. A Person winding up the Company's business ’s business, which Person may prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the Company's business’s business operations, dispose of and transfer the Company's ’s property, discharge the Company's ’s liabilities, distribute the Company's ’s assets as provided for herein, settle disputes by mediation or arbitration, and perform other necessary acts. The Company shall be bound by a such Person's act ’s actions after dissolution that is are appropriate for winding up the Company's ’s business or would have bound the Company under Section 13-5 of the Act before dissolution if the other party to the transaction did not have notice of the dissolution. A Person who, with knowledge of the dissolution, subjects the Company to liability by an act that is not appropriate for winding up the Company's ’s business shall be liable to the Company for any damage caused to the Company from by such liabilityactions. The assets of the Company shall be applied or distributed in liquidation in the following order of priority: : (1) in payment of debts and obligations of the Company owed to third party creditors (including Members Shareholders who are creditors) and ); (2) to Members in the manner set forth in Section 6.3 hereof. All items setting up of incomesuch reserves as the person charged with winding up the Company’s affairs may reasonably deem necessary for any contingent liabilities or obligations of the Company, gain, loss, deduction and credit during the period of liquidation provided that any such reserves shall be allocated among paid over by such person to an independent escrow agent to be held by such agent or his successor for such period as such person shall deem advisable for the Members in purpose of applying such reserves to the same manner payment of such liabilities or obligations, and, at the expiration of such period, the balance of such reserves, if any, shall be distributed as before hereinafter provided; and (3) to the dissolutionShareholders, as repayment of their Consideration; (4) to any third party, as the Board of Managers may determine, that is not an Affiliate of any Shareholder.