Common use of Dissolution Procedure Clause in Contracts

Dissolution Procedure. Except as otherwise provided by the Act and unless the Company is continued pursuant to Section 12.2, upon the occurrence of a Dissolution Event, no further business shall be done in the name of or on behalf of the Company except insofar as may be necessary to wind up the business of the Company and distribute its assets to the Members or their successors in interest, and the Company shall execute and file a certificate of cancellation as required by the Act. Upon dissolution and termination of the Company, except as otherwise provided in any valid business continuation agreement and by applicable law, the Company's assets shall be applied in the following order: (a) To creditors, including Members or the Officer who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made; (b) Next, to the setting up of any reserves deemed reasonably necessary by the Officer for (i) any contingent, conditional or unmatured claims or obligations of the Company known to the Company; and (ii) all claims and obligations which are known to the Company but for which the identity of the claimant is unknown; and (c) Next, to the Members first in accordance with their respective Capital Account balances, and second respecting their interests in the Company, in the proportions in which Members share in Distributions pursuant to Section 4.5 of this Agreement. For purpose of determining the rights of Members to Distributions in dissolution, in the event of a distribution of property in kind, such property shall be assumed to have been sold at its fair market value, as determined by the Officer, with any gain or loss allocated to the Members in accordance with Article 4. If a Member is indebted to the Company, the Company shall, if possible, offset such indebtedness to satisfy its obligation to make a Distribution in dissolution to said indebted Member rather than distribute a portion of said indebtedness to the other Members.

Dissolution Procedure. Except as otherwise provided by the Act and unless the Company is continued pursuant to Section 12.211.2, upon the occurrence of a Dissolution Event, no further business shall be done in the name of or on behalf of the Company except insofar as may be necessary to wind up the business of the Company and distribute its assets to the Members or their successors in interest, and the Company shall execute and file a certificate of cancellation as required by the Act. Upon dissolution and termination of the Company, except as otherwise provided in any valid business continuation agreement and by applicable law, the Company's ’s assets shall be applied in the following order: (a) To creditors, including Members or the Officer Manager who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than (i) liabilities for which reasonable provision for payment has been made; and (ii) liabilities for Distributions to Members pursuant to Section 4.5 of this Agreement; (b) Next, to the setting up of any reserves deemed reasonably necessary by the Officer Manager for (i) any contingent, conditional or unmatured claims or obligations of the Company known to the Company; , and (ii) all claims and obligations which are known to the Company but for which the identity of the claimant is unknown; (c) Next, to the Members who are creditors for any debts and liabilities not permitted to be paid under (a) above; and (cd) Next, to the Members first in accordance with their respective Capital Account balances, and second respecting their interests in the Company, in the proportions in which Members share in Distributions pursuant to Section 4.5 4.3 of this Agreement. For purpose of determining the rights of Members to Distributions in dissolution, in the event of a distribution of property in kind, such property shall be assumed to have been sold at its fair market value, as determined by the OfficerManager, with any gain or loss allocated to the Members in accordance with Article 4. If a Member is indebted to the Company, the Company shall, if possible, offset such indebtedness to satisfy its obligation to make a Distribution in dissolution to said indebted Member rather than distribute a portion of said indebtedness to the other Members.