Common use of Dissolution and Winding Up Clause in Contracts

Dissolution and Winding Up. 9.1. The Company will be dissolved on the first to occur of the following events: (a) The written agreement of a Majority of Members to dissolve the Company; (b) The sale or other disposition of substantially all of the Company’s assets; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. On the dissolution of the Company, the Company will engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will be distributed or applied in the following order: (a) To pay the expenses of liquidation; (b) To the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those loans in full, each Member will be repaid in the ratio that the Member’s loan, together with accrued and unpaid interest, bears to the total of all loans from Members, including all accrued and unpaid interest. Repayment will first be credited to unpaid principal and the remainder will be credited to accrued and unpaid interest; and (d) Among the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16. 9.3. Each Member will look solely to the assets of the Company for the return of the member’s investment, and if Company property remaining after the payment or discharge of the Company’s debts and liabilities is insufficient to return the investment of each Member, the Member will have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on the first to occur of the following events: (a) The written agreement expiration of a Majority the term of Members existence of the Company if any. (b) The determination by the Manager to dissolve the Company;. (bc) The sale or other disposition of substantially all of the Company’s Company assets;. (cd) Entry of a decree of judicial dissolution under Corp C §17351pursuant to California Corporations Code section 17707.03. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, Members who have not wrongfully dissolved the Members, will Company shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give written Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company including without limitation the First Indebtedness, and any other Additional Loan (except debts owing to Members), Members and Contribution Loans) the remaining assets of the Company will shall be distributed or applied in the following orderorder of priority: (a) To pay the expenses of liquidation;. (b) To repay the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2; (c) To repay Contribution Loans and any other outstanding loans to from Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s respective loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid intereston those loans. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will be credited to accrued and unpaid interest; andinterest due and the remainder shall be credited to principal. (dc) Among the Members in accordance with Positive Capital Account Balances as provided in the provisions of Article IV, Section 4.16. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investmentinvestment (whether that investment consists of loans to the Company or one or more Capital Contributions or a combination of the two), and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each any Member, the such Member will shall have no recourse against the Manager or any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. The Company will be dissolved on the first to occur of the following events: (a) The written agreement of a Majority of Members to dissolve the Company; (b) The sale or other disposition of substantially all of the Company’s assets; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. On Upon the dissolution of the Company, the Company will engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be liquidated or distributed under the direction of and to the extent determined by the Board and the business of the Company shall be wound up. Within a reasonable time after the effective date of dissolution of the Company, the Company's assets shall be distributed or applied in the following manner and order: : First, to creditors in satisfaction of indebtedness (a) To pay other than any loans or advances that may have been made by any of the Members to the Company), whether by payment or the making of reasonable provision for payment, and the expenses of liquidation; (b) To , whether by payment or the making of reasonable provision for payment, including the establishment of reasonable reserves (which may be funded by a liquidating trust) determined by the Board or the liquidating trustee, as the case may be, to be reasonably necessary for contingent liabilities or obligations the payment of the Company. On 's expenses, liabilities and other obligations (whether fixed, conditional, unmatured or contingent); Second, to the determination payment of loans or advances that reserves are may have been made by any of the Members to the Company and amounts owed in respect of outstanding Special Membership Interests pursuant to Section 10.8; and Third, to the Members in accordance with Section 10.2, taking into account any amounts previously distributed under Section 10.2, provided that no longer necessary, they will payment or distribution in any of the foregoing categories shall be distributed as provided made until all payments in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those loans each prior category shall have been made in full, each Member will and provided, further, that if the payments due to be repaid made in any of the foregoing categories exceed the remaining assets available for such purpose, such payments shall be made to the Persons entitled to receive the same pro rata in accordance with the respective amounts due to them. To the extent that the balances in the ratio that Capital Accounts, after adjusting the Member’s loanCapital Accounts for all allocations of Profits and Losses and all special book allocations and all distributions other than liquidating distributions under this Section 14.2, together with accrued and unpaid interestdo not equal the amounts to be distributed hereunder, bears then, any provision in this Agreement to the total of all loans from Memberscontrary notwithstanding, including all accrued and unpaid interest. Repayment will first the Company shall allocate gross income or gross deductions for its last Fiscal Year to the extent necessary in order that such Capital Accounts equal the distributions to be credited made to unpaid principal and the remainder will be credited to accrued and unpaid interest; and (d) Among the Members with Positive Capital Account Balances as provided in Article IV, pursuant to this Section 4.16. 9.3. Each Member will look solely 14.2; and to the assets of the Company extent such gross income or gross deductions are not sufficient, shall allocate gross income and gross deductions for the return of next preceding Fiscal Year to the member’s investmentextent necessary in order that such Capital Accounts equal such distributions; and to the extent such gross income or gross deductions are not sufficient, shall allocate gross income or gross deductions for the second preceding Fiscal Year, and if so forth, with respect to all Company property remaining after taxable years for which an amended return can be timely filed, to the payment or discharge of extent necessary to cause such Capital Accounts to equal the Company’s debts and liabilities is insufficient amounts to return the investment of each Member, the Member will have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreementbe distributed hereunder.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on the first to occur of the following events: (a) The occurrence of a Repurchase Event, a Triggering Event or a Forfeiture Event involving one of the Members; provided, however, that the Majority of the Members so remaining may within ninety (90) days of the happening of that event Vote to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining the Members fail to so Vote, the remaining Members shall wind up the Company. For purposes of this subparagraph (a), in determining a Majority of the Members, the Percentage Interest of any Member who has died, become incapacitated, become permanently disabled, Withdrawn or become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of a Majority of the Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s assets;. (ce) Entry of a decree of judicial dissolution under Corp C §Corporations Code Section 17351. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Members who have not wrongfully dissolved the Company or, if there is no Managersuch Members, the Members, will shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by a Majority of the Members so remaining for contingent liabilities or obligations of the Company. On Upon a Majority of the determination Members so remaining determining that such reserves are no longer necessary, they will such reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to from Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members in accordance with Positive Capital Account Balances as provided in Article IV, the provisions of Section 4.164.7. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement bankruptcy, withdrawal, or dissolution of a Member, provided, however, that the remaining Members may by the Vote of a Majority of Members within 90 days of the happening of that event Vote to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining Members fail to so Vote, the remaining Members shall wind up the Company. For purposes of this Paragraph (a), in determining a Majority of Members, the Percentage Interest of the Member who has died, become incapacitated, withdrawn, or who has become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of all Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s 's assets;. (ce) Entry of a decree of judicial dissolution under Corp C §section 17351. 9.2. On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Managers who have not wrongfully dissolved the Company or, if there is no such Manager, the Members, will shall wind up the affairs of the Company. The Manager or Members Delegates winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by the Delegate for contingent liabilities or obligations of the Company. On Upon the Delegate's determination that such reserves are no longer necessary, they will said reserves shall be distributed as provided in this Section 9.2;. - (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s 's loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16. 9.3. Each Member will shall look solely to the assets of the Company for the return of the member’s Member's investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement of a Majority of all Members to dissolve the Company;. (b) The sale or other disposition of substantially all of the Company’s assets;. (c) Entry of a decree of judicial dissolution under Corp C §17351dissolution. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will Managing Member shall wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will Managing Member shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by the Managing Member for contingent liabilities or obligations of the Company. On Upon the Managing Member’s determination that such reserves are no longer necessary, they will said reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members with Positive Capital Account Balances in the same manner as Profits as provided in Article IV, Section 4.16. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investmentCapital Contribution, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement. Notwithstanding the foregoing, any Member who has advanced funds for a defaulting Member pursuant to Section 3.3 and has elected the Loan Option shall have the right, in addition to the recoupment of such loan from the defaulting Member’s distributions, to enforce the personal obligation of the defaulting Member with respect thereto.

Dissolution and Winding Up. 9.1. 8.1 The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement of a Majority of Members the Member to dissolve the Company; (b) The withdrawal from the Company of the Member; (c) The sale or other disposition of substantially all of the Company’s assets;; or (cd) Entry of a decree of judicial dissolution under Corp C California Corporations Code §17351. 9.2. 8.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will Member shall wind up the affairs of the Company. The Manager or Members Member, in winding up the affairs of the Company will Company, shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Membersthe Member), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To First, to pay the expenses of liquidation;. (b) To Next, to the establishment of reasonable reserves Reserves for contingent liabilities or obligations of the Company. On Upon the Member’s determination that reserves such Reserves are no longer necessary, they will said Reserves shall be distributed as provided in this Section 9.2;Section. (c) To Next, to repay any outstanding loans to Members. If there are insufficient funds to pay those loans in full, each Member will be repaid in the ratio that the Member’s loan, together with accrued and unpaid interest, bears to the total of all loans from Members, including all accrued and unpaid interest. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among Next, to the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16Member. 9.3. Each 8.3 The Member will shall look solely to the assets of the Company for the return of the memberMember’s investmentCapital Contribution, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment Capital Contribution of each the Member, the Member will shall have no recourse against any other Members Person for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. The Company will shall be dissolved on upon the first to occur of the following events: (a) The written agreement of a all Majority of Members to dissolve the Company;. (b) The sale or other disposition of substantially all of the Company’s assets;. (c) Entry of a decree of judicial dissolution under Corp C §Corporations Code section 17351. 9.2. On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Managers who have not wrongfully dissolved the Company or, if there is no such Manager, the Members, will shall wind up the affairs of the Company. The Manager or Members Delegates winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by the Delegate for contingent liabilities or obligations of the Company. On Upon the Delegate’s determination that such reserves are no longer necessary, they will said reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members with Positive Capital Account Balances as provided in Article IV, Section 4.16Balances. 9.3. Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement, and as specifically provided in Section 9.4. 9.4. To the extent that any Member’s Capital Account is negative, upon dissolution or termination of the Membership, for any reason, then that Member shall be required to replenish the Capital account on or before the dissolution or termination event. Additionally, no Member’s distribution or profit allocatin shall be paid if that Member’s Capital Account remains at a deficit. The Member shall be required to replenish his or her account so that there is no deficit remaining prior to any such distribution of profits.

Dissolution and Winding Up. 9.1. 9.1 The Company will shall be dissolved on the first to occur of the following events: (a) The occurrence of a Repurchase Event, a Triggering Event or a Forfeiture Event involving one of the Members; provided, however, that the remaining Members may by a majority Vote within ninety (90) days of the happening of that event elect to continue the business of the Company, in which case, the Company shall not dissolve. If the remaining Members fail to so elect, the remaining Members shall wind up the Company. For purposes of this subparagraph (a), in determining a Majority of the Members, the Percentage Interest of any Member who has died, become incapacitated, become permanently disabled, Withdrawn or become bankrupt or dissolved shall not be taken into account. (b) The expiration of the term of existence of the Company. (c) The written agreement of a Majority of the Members to dissolve the Company;. (bd) The sale or other disposition of substantially all of the Company’s assets;. (ce) Entry of a decree of judicial dissolution under Corp C §Corporations Code Section 17351. 9.2. 9.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager Members who have not wrongfully dissolved the Company or, if there is no Managersuch Members, the Members, will shall wind up the affairs of the Company. The Manager or Members Persons winding up the affairs of the Company will shall give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company will shall be distributed or applied in the following order: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves by a Majority of the Members for contingent liabilities or obligations of the Company. On Upon a Majority of the Members determination that such reserves are no longer necessary, they will such reserves shall be distributed as provided in this Section 9.2;. (c) To repay outstanding loans to from Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid interestthereon. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (d) Among the Members in accordance with Positive Capital Account Balances as provided in Article IV, the provisions of Section 4.164.7. 9.3. 9.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.1. 10.1 The Company will shall be dissolved on the first to occur of the following events: (a) At the time specified as the end of the period of duration of the term of the Company in the Articles of Organization (unless the extension of such term is approved by written consent of all the Members); or (b) The written agreement of a Majority of all Voting Members and all Managers to dissolve the Company;; or (bc) The sale or other disposition of substantially all of the Company assets, unless the Members by majority vote decide to not dissolve the Company’s assets; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. 10.2 On the dissolution of the Company, the Company will shall engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, Members who have not wrongfully dissolved the Members, will Company shall wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will shall give written Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), ) the remaining assets of the Company will shall be distributed or applied in the following orderorder of priority: (a) To pay the expenses of liquidation;. (b) To the establishment of reasonable reserves for contingent liabilities or obligations of the Company. On the determination that reserves are no longer necessary, they will be distributed as provided in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those such loans in full, each Member will shall be repaid in the ratio that the Member’s respective loan, together with interest accrued and unpaid interestthereon, bears to the total of all such loans from Members, including all interest accrued and unpaid intereston those loans. Repayment will Such repayment shall first be credited to unpaid principal and the remainder will shall be credited to accrued and unpaid interest; and. (dc) Among the Members in accordance with Positive Capital Account Balances as provided in the provisions of Article IV, Section 4.164.5. 9.3. 10.3 Each Member will shall look solely to the assets of the Company for the return of the memberMember’s investment, and if the Company property remaining after the payment or discharge of the Company’s debts and liabilities of the Company is insufficient to return the investment of each any Member, the such Member will shall have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this Agreement.

Dissolution and Winding Up. 9.131.1 A resolution to dissolve the company can only be passed by a general meeting pursuant to a prior proposal of the Board of Directors. In the event a resolution is passed to dissolve the company, the Directors shall become liquidators (vereffenaars) of the dissolved company’s property, unless the general meeting resolves otherwise. 31.2 The Company will be dissolved general meeting shall appoint and decide on the first to occur remuneration of the following eventsliquidators. 31.3 Until the winding-up of the company has been completed, these Articles of Association shall to the extent possible, remain in full force and effect. 31.4 Whatever remains of the company's equity after all its debts have been discharged: (a) The written agreement shall first be applied to distribute the aggregate balance of a Majority share premium reserves and other reserves than the special voting shares dividend reserve of Members the company to dissolve the Companyholders of common shares in proportion to the aggregate nominal value of the common shares held by each of them; (b) The sale or other disposition of substantially all secondly, from any balance remaining, an amount equal to the aggregate amount of the Company’s assetsnominal value of the common shares will be distributed to the holders of common shares in proportion to the aggregate nominal value of common shares held by each of them; (c) Entry of a decree of judicial dissolution under Corp C §17351. 9.2. On thirdly, from any balance remaining, an amount equal to the dissolution aggregate amount of the Company, the Company will engage in no further business other than that necessary to wind up the business and affairs of the Company. The Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The Manager or Members winding up the affairs of the Company will give Notice of the commencement of winding up by mail to all known creditors and claimants against the Company whose addresses appear in the records of the Company. After paying or adequately providing for the payment of all known debts of the Company (except debts owing to Members), the remaining assets of the Company special voting shares dividend reserve will be distributed or applied to the holders of special voting shares in proportion to the following order: (a) To pay aggregate nominal value of the expenses special voting shares held by each of liquidationthem; (bd) To fourthly, from any balance remaining, the establishment of reasonable reserves for contingent liabilities or obligations aggregate amount of the Company. On nominal value of the determination that reserves are no longer necessary, they special voting shares will be distributed as provided in this Section 9.2; (c) To repay outstanding loans to Members. If there are insufficient funds to pay those loans in full, each Member will be repaid in the ratio that the Member’s loan, together with accrued and unpaid interest, bears to the total holders of all loans from Members, including all accrued and unpaid interest. Repayment will first be credited special voting shares in proportion to unpaid principal and the remainder will be credited to accrued and unpaid interestaggregate nominal value of the special voting shares held by each of them; and (de) Among lastly, the Members with Positive Capital Account Balances as provided balance remaining will be distributed to the holders of the common shares in Article IV, Section 4.16proportion to the aggregate nominal value of common shares held by each of them. 9.3. Each Member will look solely 31.5 After the company has ceased to exist the books and records of the company shall remain in the custody of the Person designated for that purpose by the liquidators for the period provided by law. 31.6 In addition, the liquidation shall be subject to the assets relevant provisions of the Company for the return of the member’s investmentBook 2, and if Company property remaining after the payment or discharge of the Company’s debts and liabilities is insufficient to return the investment of each MemberTitle 1, the Member will have no recourse against any other Members for indemnification, contribution, or reimbursement, except as specifically provided in this AgreementDCC.