DISSOLUTION AND TERMINATION 100 Sample Clauses

DISSOLUTION AND TERMINATION 100. 11.1. Events Causing Dissolution 100 11.2. Cash Distributions Upon Dissolution; Procedures 100 11.3. Certificate of Cancellation.. 101 ARTICLE 12 ACCOUNTING, BANK ACCOUNTS, BOOKS, RECORDS AND REPORTS 101 12.1. Fiscal Year and Accounting Method 101 12.2. Books and Records 101 12.3. Financial Reports 102 12.4. Tax Returns, Elections and Tax Matters Member 102 12.5. Bank Accounts 102 ARTICLE 13 REPRESENTATIONS AND WARRANTIES 102 13.1. Representations and Warranties of the Coach Member 102 13.2. Representations and Warranties of the Fund Member 104 ARTICLE 14 MISCELLANEOUS 105 14.1. Title to Assets; Certain Waivers 105 14.2. Nature of Interest in the Company 106 14.3. Waiver of Default 106 14.4. Amendment 106 14.5. No Third Party Rights 106 14.6. Severability 106 14.7. Binding Agreement 106 14.8. Headings; Exhibits; Schedules 107 14.9. Governing Law 107 14.10. Jurisdiction; Waiver of Trial by Jury 107 14.11. Notices 108 14.12. Counterparts 109 14.13. Further Assurances 110 14.14. Rights Upon Withholding of Consent 110 14.15. Brokerage 110 14.16. Non-Recourse; Exculpation 110 14.17. Fiduciary Duty. 110 14.18. Confidentiality 111 14.19. Prevailing Party Entitled to Fees and Costs 112 14.20. Partition 112 14.21. Survival 112 Exhibits: Exhibit A Legal Description Exhibit B Office Unit Competitors Exhibit C-1 Form of Declaration Exhibit C-2 Form of By-laws Exhibit D MTA Project Documents Exhibit E-1 Mezzanine Loan Documents Exhibit E-2 Mortgage Loan Documents Exhibit F Permitted Encumbrances Exhibit G Retail Premises Competitors Exhibit H Form of Coach Unit Deed Exhibit I Form of FIRPTA Certification Exhibit J Form of Coach Release Exhibit K Form of Redemption/Amendment Exhibit L Form of Punch List Escrow Agreement Exhibit M Form of Right of First Negotiation Agreement Exhibit N Form of Option Agreement Exhibit O-1 Severed Parcel Plan Exhibit O-2 Temporary Aesthetic Treatment Plan Exhibit P Arbiters Exhibit Q Approved Replacement Developers Schedules: Schedule 1 Initial Percentage Interests Schedule 2 Initial Capital Contributions Schedule 3 Member Representatives Schedule 4 Construction Loan Statement of Sources and Uses Schedule 5 Schedule of Pre-Development Costs and Project Costs THIS LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time, this “Agreement”) of LEGACY YARDS LLC (the “Company”) is made and entered into as of the 10th day of April, 2013, by and between PODIUM FUND TOWER C SPV LLC, a Delaware limited liability company (to...