Common use of Winding Up of the Company Clause in Contracts

Winding Up of the Company. If the Company is to be dissolved in accordance with Paragraphs 9.2 or 9.3 of this Article IX, then the Members or other Persons selected by the Members (the “Liquidator”) shall wind up the affairs of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any liquidation of the Company shall be distributed in the following order of priority (to the extent that such order of priority is consistent with the laws of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (contingent or otherwise), as are specified by the Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any of the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets of the Company have been sold and/ or distributed and all affairs of the Company have been wound up.

Winding Up of the Company. If the Company is dissolved pursuant to be dissolved in accordance with Paragraphs 9.2 Section 15, the Directors, or 9.3 of this Article IXif there is no remaining Director, then the Members or other Persons selected such person as is designated by the Members Shareholders (the remaining Directors or such person being herein referred to as the “Liquidator”) ), shall proceed to wind up the business and affairs of the Company in accordance with the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Shareholders and Directors and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator, if other than a Director, shall have and may exercise, without further authorization or consent of Shareholders, all of the powers conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or apply and distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any such liquidation of the Company shall be distributed in the following order of priority priority, unless otherwise required by mandatory provisions of applicable law: (a) to creditors, including Shareholders who are creditors, to the extent that such order of priority is consistent with the laws otherwise permitted by law, in satisfaction of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (contingent whether by payment or otherwise), as are specified by the Liquidator, such establishment of reserves to be held in escrow by a bank of cash or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any of the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all other assets of the Company have been sold and/ for contingent liabilities in amounts, if any, determined by the Liquidator to be appropriate for such purposes), other than liabilities for distributions to Shareholders and former Shareholders under Sections 18-601 or distributed and all affairs 18-604 of the Company have been wound upDelaware Act; (b) to Shareholders and former Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (c) to the Shareholders pro rata based on the number of shares owned by each.

Winding Up of the Company. If (a) Upon the occurrence of a Winding-Up Event, all of the business and affairs of the Company is to will be dissolved wound up and liquidated in an orderly manner. The Board of Directors may, in accordance with Paragraphs 9.2 the Charter, approve one or 9.3 of this Article IXmore liquidators to act as the liquidator in carrying out such liquidation. Subject to Sections 8.04(c) and 8.04(d), then in performing its duties, the Members liquidator shall be authorized to sell, distribute, exchange or other Persons selected by the Members (the “Liquidator”) shall wind up the affairs otherwise dispose of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a in accordance with the laws of the Cayman Islands and in any reasonable time, or distribute manner that the assets liquidator shall determine to be in kind. During the winding up period, best interest of the Liquidator may exercise all powers granted Holders with the goal of maximizing the proceeds to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. Holders. (b) The proceeds of any the liquidation of the Company shall be distributed in accordance with all applicable Laws of the Cayman Islands and, subject thereto, in the following order of priority and priority: (to the extent that such order of priority is consistent with the laws of the State of New York): i) first, to the payment of the debts and liabilities creditors (including any Holders or their respective Affiliates that are creditors) of the Company and in satisfaction of all of the expenses of dissolution and liquidation; thenCompany’s liabilities (whether by payment or by making reasonable provision for payment thereof, to including the establishment setting up of any reserves which are, in the Liquidator shall deem judgment of the liquidator, reasonably necessary for payment therefor); (ii) second, to the Holders on a pro rata basis in accordance with the actual cash contributions contributed by the Holders as of the date of distribution of the liquidation proceeds until each Holder receives an amount equal to its actual cash contributions to the Company; and (iii) third, to the Holders on a pro rata basis. (c) Notwithstanding anything to the contrary, upon any dissolution, liquidation or termination of the Company, the License and Services Agreements shall be terminated in accordance with the terms thereof and each such other debts License and liabilities Services Agreement shall be treated as if it had a fair market value equal to its value on the date of contribution. (d) Notwithstanding the provisions of Section 8.04(a) and Section 8.04(b), upon any dissolution, liquidation or termination of the Company, each Holder will receive, on a pro rata basis, a share of the undivided interests in the Intellectual Property that is owned by the Company; provided, however, that DWA shall receive all right, title and interest in and to the JV ▇▇▇▇ in accordance with the terms of the Trademark Assignment and Co-Existence Agreement, which shall terminate in part in accordance with the terms thereof. For the avoidance of doubt, this Section 8.04 does not apply to any of the Company (contingent or otherwise)Derivative IP, the disposition of which shall be as are specified by the Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any of the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed set forth in the manner hereinafter provided; DWA Offshore License Agreement and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets of the Company have been sold and/ or distributed and all affairs of the Company have been wound upDWA Onshore License Agreement.

Winding Up of the Company. (a) If the Company is dissolved pursuant to be dissolved Section 15, the Directors shall proceed to wind up the business and affairs of the Company in accordance with Paragraphs 9.2 or 9.3 the requirements of this Article IX, then the Members or other Persons selected by Delaware Act. A reasonable amount of time shall be allowed for the Members (period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the “Liquidator”) shall wind rights and obligations of the Directors and Shareholders and the conduct of the Company during the period of winding up the affairs Company’s affairs. The Directors shall liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or apply and distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any such liquidation of the Company shall be distributed in the following order of priority priority, unless otherwise required by mandatory provisions of applicable law: (i) to creditors, including Directors and Shareholders who are creditors, to the extent that such order of priority is consistent with the laws otherwise permitted by law, in satisfaction of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (contingent whether by payment, by the establishment of reserves of cash or otherwiseother assets of the Company or by other reasonable provision for payment), as are specified by the Liquidator, such reserves other than liabilities for distributions to be held in escrow by a bank Shareholders and former Shareholders under Sections 18-601 or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any 18-604 of the specified debts Delaware Act; (ii) to Shareholders and former Shareholders in satisfaction of liabilities orfor distributions under 18-601 or 18-604 of the Delaware Act; and (iii) thereafter to the Shareholder, at the expiration of such period as the Liquidator may deem advisableif only one, to be distributed in the manner hereinafter provided; and thenor if more than one, to the Members according Shareholders pro rata based on the number of Shares owned by each. (b) Notwithstanding the provisions of Section 16(a) which require the liquidation of the assets of the Company, if on dissolution of the Company, the Directors determine that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to their respective percentage intereststhe value of Company assets, the Directors may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the Company (other than those to Shareholders), and/or may distribute to the Shareholders, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Directors deems not suitable for liquidation. If any assets are distributed in kind, they Any such in-kind distributions (i) shall be distributed on made in accordance with the basis of priorities referenced in Section 16(a) as if cash equal to the fair market value thereof as determined by appraisal, of the distributed assets were being distributed and (ii) shall be deemed subject to have been sold such conditions relating to the disposition and management of the distributed properties as the Directors deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Directors shall determine the fair market value for purposes of any property distributed in kind using such reasonable methods of valuation as they may adopt. (c) Upon the completion of the allocations set forth herein. The Company shall terminate when all distribution of the assets of the Company have been sold and/ or distributed as provided in this Section 16, the Company shall be terminated, and the Directors shall cause the cancellation of the Certificate of Formation and all affairs qualifications of the Company have been wound upas a foreign limited liability company and shall take such other actions as may be necessary to terminate the Company.

Winding Up of the Company. If the Company is to be dissolved in accordance with Paragraphs 9.2 1 or 9.3 3 of this Article IXVIII, then the Members or other Persons selected by the Members (the “Liquidator”) shall wind up the affairs of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any liquidation of the Company shall be distributed in the following order of priority (to the extent that such order of priority is consistent with the laws of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (contingent or otherwise), as are specified by the Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any of the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets of the Company have been sold and/ or distributed and all affairs of the Company have been wound up.

Winding Up of the Company. If the Company is dissolved pursuant to be dissolved Section 14 hereof, the Managers, or if there is no remaining Manager, such person as is designated by a Majority in accordance with Paragraphs 9.2 or 9.3 Interest of this Article IX, then the Members or other Persons selected by the Members (the remaining Managers or such person being herein referred to as the “Liquidator”) ), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with the terms hereof and the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and Managers and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator, if other than a Manager, shall have and may exercise, without further authorization or consent of Members, all of the powers conferred upon the Managers under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or apply and distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any such liquidation of the Company shall be distributed in the following order of priority priority, unless otherwise required by mandatory provisions of applicable law: (a) to creditors, including Members who are creditors, to the extent that such order of priority is consistent with the laws otherwise permitted by law, in satisfaction of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (contingent whether by payment or otherwise), as are specified by the Liquidatorestablishment of reserves of cash or other assets of the Company for contingent liabilities in amounts, such reserves to be held in escrow by a bank or trust company selected if any, determined by the Liquidator and to be disbursed as directed appropriate for such purposes), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act, (b) to Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (c) thereafter to the Member or, if the Company has more than one Member, to Members in proportion to the positive balances of their respective capital accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all capital account adjustments required by Section 8(b)). Notwithstanding the provisions of this Section 15 which require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator in payment determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the specified debts and liabilities orCompany (other than those to Members), at and/or may distribute to the expiration Members, in lieu of cash, as tenants in common undivided interests in such period Company assets as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interestsdeems not suitable for liquidation. If any assets are distributed in kind, they Any such in-kind distributions shall be distributed on made in accordance with the basis of priorities referenced in this Section 15 as if cash equal to the fair market value thereof as determined by appraisal, and of the distributed assets were being distributed. Any such distributions in kind shall be deemed subject to have been sold such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets any property distributed in kind using such reasonable methods of the Company have been sold and/ or distributed and all affairs of the Company have been wound upvaluation as it may adopt.

Winding Up of the Company. If the Company is dissolved pursuant to be dissolved Section 14 hereof, the Managers, or if there is no remaining Manager, such person as is designated by a Majority in accordance with Paragraphs 9.2 or 9.3 Interest of this Article IX, then the Members or other Persons selected by the Members (the “remaining Managers or such person being herein referred to as the "Liquidator”) "), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with the terms hereof and the requirements of the Delaware Act. A reasonable amount of time shall be allowed for the period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and Managers and the conduct of the Company during the period of winding up the Company's affairs. The Liquidator, if other than a Manager, shall have and may exercise, without further authorization or consent of Members, all of the powers conferred upon the Managers under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or apply and distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any such liquidation of the Company shall be distributed in the following order of priority priority, unless otherwise required by mandatory provisions of applicable law: (a) To creditors, including Members who are creditors, to the extent that such order of priority is consistent with the laws otherwise permitted by law, in satisfaction of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (contingent whether by payment or otherwise), as are specified by the Liquidatorestablishment of reserves of cash or other assets of the Company for contingent, such reserves to be held conditional or unmatured liabilities in escrow by a bank or trust company selected amounts, if any, determined by the Liquidator and to be disbursed as directed appropriate for such purposes), other than liabilities for distributions to Members and former Members under Sections 18-601 or 18-604 of the Delaware Act; (b) To Members and former Members in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Delaware Act; and (c) Thereafter to the Member or, if the Company has more than one Member, to Members in proportion to the positive balances of their respective capital accounts (determined after allocating all income, gain, deduction, loss and other like items arising in connection with the liquidation of Company assets and otherwise making all capital account adjustments required by Section 8(b)). (d) Notwithstanding the provisions of this Section 15 which require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator in payment determines that a prompt sale of part or all of the Company's assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three (3) years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the specified debts and liabilities orCompany (other than those to Members), at and/or may distribute to the expiration Members, in lieu of cash, as tenants in common undivided interests in such period Company assets as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interestsdeems not suitable for liquidation. If any assets are distributed in kind, they Any such in-kind distributions shall be distributed on made in accordance with the basis of priorities referenced in this Section 15 as if cash equal to the fair market value thereof as determined by appraisal, and of the distributed assets were being distributed. Any such distributions in kind shall be deemed subject to have been sold such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any joint operating agreements or other agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value for purposes of the allocations set forth hereinany property distributed in kind using such reasonable methods of valuation as it may adopt. The Company shall terminate when (i) all of the assets of the Company Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been sold and/ or distributed to the Members in the manner provided for in this Agreement and all affairs (ii) the Certificate of the Company Formation shall have been wound upcanceled in the manner required by the Delaware Act.

Winding Up of the Company. If Upon dissolution of the Company pursuant to Section 11.2 hereof, the Manager or if the Manager is a Member and the Continuation Event occurred with respect to be dissolved such Member, such person as is designated by a Majority in accordance with Paragraphs 9.2 or 9.3 Interest of this Article IX, then the Members or other Persons selected by not subject to the Members Continuation Event (such person being herein referred to as the “Liquidator”) ), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices payment of every Member Loan with interest thereon and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale payment of the Company assets for a reasonable time, or distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted any real estate commission due and payable to the Members under this AgreementAdvisor pursuant to Section 8.4 hereof, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any liquidation of the Company shall be distributed in the following order of priority (to the extent that such order of priority is consistent with the laws of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves after which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities distribute the remaining assets of the Company (contingent or otherwise), as are specified by the Liquidator, such reserves to be held in escrow by a bank or trust company selected by the Liquidator and to be disbursed as directed by the Liquidator in payment of any of the specified debts and liabilities or, at the expiration of such period as the Liquidator may deem advisable, to be distributed in the manner hereinafter provided; and then, to the Members according to in accordance with their respective percentage interestsCapital Accounts, after giving effect to all contributions, distributions and allocations for all periods, by the end of the Fiscal Year in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolution. If any The Liquidator may distribute assets are distributed in kind; provided, they however, that the Liquidator shall be distributed on the basis of determine the fair market value thereof as determined by appraisal, and shall be deemed to have been sold at fair market value for purposes appraisal or other reasonable means of the allocations set forth herein. The Company shall terminate when all assets of the Company have been sold and/ or so distributed and all affairs of the Company have been wound upin kind.

Winding Up of the Company. If the Company is dissolved pursuant to be dissolved Section 9.1, the Directors, or if there is no remaining Director, such person as is designated by the Shareholders holding a majority of the issued and outstanding Shares (the remaining Directors or such person is referred to as the "Liquidator"), will proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with Paragraphs 9.2 or 9.3 the terms of this Article IX, then Agreement and the Members or other Persons selected by requirements of the Members (Act. A reasonable amount of time will be allowed for the “Liquidator”) shall wind period of winding up in light of prevailing market conditions and so as to avoid undue loss in connection with any sale of Company assets. This Agreement will remain in full force and effect during the period of winding up the affairs Company’s affairs. The Liquidator, if other than a Director, will have and may exercise, without further authorization or consent of Shareholders, all of the powers conferred upon the Directors under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator for and during such period of time as will be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator will liquidate the assets of the Company, including by selling or otherwise liquidating the Company assets in a bona fide sale or sales to third Persons at such prices and upon such terms as they may determine. If the Liquidator determines that an immediate sale would be financially inadvisable, it may defer sale of the Company assets for a reasonable time, or apply and distribute the assets in kind. During the winding up period, the Liquidator may exercise all powers granted to the Members under this Agreement, and may adopt such plan, method or procedure as may be reasonable to effect an orderly winding up. The proceeds of any such liquidation of the Company shall be distributed in the following order of priority priority, unless otherwise required by law: (a) to creditors, including Shareholders who are creditors, to the extent that such order of priority is consistent with the laws permitted by law, in satisfaction of the State of New York): first, to the payment of the debts and liabilities of the Company and the expenses of dissolution and liquidation; then, to the establishment of any reserves which the Liquidator shall deem reasonably necessary for payment of such other debts and liabilities of the Company (contingent whether by payment or otherwise), as are specified by the Liquidatorestablishment of reserves of cash or other assets of the Company for contingent liabilities in amounts, such reserves to be held in escrow by a bank or trust company selected if any, determined by the Liquidator and to be disbursed as directed appropriate for such purposes), other than liabilities for distributions to Shareholders and former Shareholders under Sections 18-601 or 18-604 of the Act; (b) to the Shareholders and former Shareholders in satisfaction of liabilities for distributions under 18-601 or 18-604 of the Act; and (c) to the Shareholders pro rata based on the number of Shares owned by each Shareholder. Notwithstanding the provisions of this Article 9 that require the liquidation of the assets of the Company, if on dissolution of the Company, the Liquidator in payment determines that a prompt sale of part or all of the Company’s assets would be impractical or would cause undue loss to the value of Company assets, the Liquidator may defer for a reasonable time (up to three years) the liquidation of any assets, except those necessary to timely satisfy liabilities of the specified debts and liabilities orCompany (other than those to Shareholders), at and/or may distribute to the expiration Shareholders, in lieu of cash, as tenants in common undivided interests in such period Company assets as the Liquidator may deem advisable, deems not suitable for liquidation. Any such in-kind distributions will be made in accordance with the priorities in Section 9.2 as if cash equal to be distributed in the manner hereinafter provided; and then, to the Members according to their respective percentage interests. If any assets are distributed in kind, they shall be distributed on the basis of the fair market value thereof of the distributed assets were being distributed. Any such distributions in kind will be subject to such conditions relating to the disposition and management of such properties as determined by appraisal, the Liquidator deems reasonable and shall be deemed equitable and to have been sold any joint operating agreements or other agreements governing the operation of such properties at such time. The Liquidator will determine the fair market value for purposes of the allocations set forth herein. The Company shall terminate when all assets any property distributed in kind using such reasonable methods of the Company have been sold and/ or distributed and all affairs of the Company have been wound upvaluation as it may adopt.