Common use of Dissolution and Winding Up of the Company Clause in Contracts

Dissolution and Winding Up of the Company. (a) The Company shall dissolve, its assets disposed of, and its affairs wound up upon the first to occur of the following (each a “Dissolution Event”): (i) the date that is 45 days after all Investment Property(ies) Sale; (ii) the date that is 45 days after the implementation and completion of any Alternate Exit Strategy; or (iii) as soon as is reasonably practicable after the mutual agreement of the majority (51% or more) of the Members (including the Manager) according to their percentage interests in the Company. (b) Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors (if any). The Manager shall be responsible for overseeing the winding up and liquidation of the Company and shall take full account of the liabilities of the Company and the assets, and shall either cause its assets to be sold or distributed, and if sold, as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, to the extent sufficient therefore, to be applied and distributed as provided below. (c) After determining that all known debts, liabilities and expenses of the Company have been paid or adequately provided for (including, but not limited to, those expenses which are able to be deducted from “Distributable Cash”, as that term is used herein), the remaining assets shall be distributed to the Members in accordance with their Percentage Interests. (d) Upon the occurrence of a Dissolution Event and thereafter, other than with respect to the winding up of the Company pursuant to this, the Members shall no longer be considered Members in the Company and this Operating Agreement and the provisions and terms hereof shall be null and void.

Dissolution and Winding Up of the Company. (a) The Company shall dissolve, its assets disposed of, and its affairs wound up dissolve upon the first to occur of: (1) the unanimous agreement of the following Members in writing; (each a “Dissolution Event”): (i2) the date that is 45 days expiration of 20 years after all Investment Property(ies) Sale; the Effective Date; or (ii3) the date that is 45 occurrence of a Withdrawal Event as to any Member, unless at such time the Majority-in-Interest of the remaining Members or, if applicable, the sole remaining Member agrees to continue the Company within ninety (90) days after the implementation and completion occurrence of any Alternate Exit Strategy; or (iii) as soon as is reasonably practicable after such Withdrawal Event. The Company shall be wound up by a person or persons to be elected by the mutual agreement of the majority (51% or more) of the Members (including the Manager) according Management Board from time to their percentage interests in the Companytime. (b) Upon In the occurrence event of a Dissolution Eventthe dissolution of the Company as provided for in Section 11.1(a), the Company shall continue solely for the purpose proceeds of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors (if any). The Manager shall be responsible for overseeing the winding up and liquidation of the Company Company's assets, and any assets that are to be distributed in cash or in kind, shall take full account be applied as follows: First, there shall be paid the costs of the sale of the Company's assets and the liquidation and dissolution of the Company, including accounting and legal fees and other expenses, and payment or reasonable provision for payment shall be made for creditors of the Company, including loans or other debts and liabilities of the Company and to the assets, and shall either cause its assets to be sold Members or distributed, and if sold, as promptly as is consistent with obtaining the fair market value thereof, shall cause the proceeds therefrom, their Affiliates to the extent sufficient thereforepermitted by Sections 18-804 (a) (1) of the Delaware Act. Second, any remaining proceeds of liquidation, and any assets that are to be applied and distributed as provided below. (c) After determining that all known debtsin kind, liabilities and expenses of the Company have been paid or adequately provided for (including, but not limited to, those expenses which are able to be deducted from “Distributable Cash”, as that term is used herein), the remaining assets shall be distributed to the Members in accordance with their Percentage Interestsrespective positive Capital Account balances, as determined after taking into account all adjustments to such Capital Accounts for the fiscal year of the Company during which such distribution occurs, as promptly as practicable, but in any event within the time required by Treasury Regulations § 1.704-1(b) (2) (ii) (b) (2). (dc) Upon This Agreement shall continue in full force and effect during the occurrence of a Dissolution Event and thereafter, other than with respect to the winding winding-up of the Company pursuant to thisArticle 11. Upon completion of the winding-up of the Company pursuant to Section 11.1, a certificate of cancellation for the Company shall be filed with the Secretary of State of the State of Delaware as required by the Delaware Act and upon such certificate of cancellation becoming effective, the Company shall be terminated. (d) A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Company to minimize losses, provided that liquidating distributions shall be made within the time specified in Treasury Regulations § 1.704-1 (b) (2) (ii) (b) (2). (e) Each of the Members shall no longer be considered Members in furnished with a statement prepared by, or under the supervision of, the Members, which shall set forth the assets and liabilities of the Company and this Operating Agreement and as of the provisions and terms hereof shall be null and voiddate of the complete liquidation.