Common use of Distribution of Assets on Dissolution Clause in Contracts

Distribution of Assets on Dissolution. Upon dissolution and winding up of the Company for any reason, its assets shall be applied to pay or satisfy: 11.2.1. first, the liabilities to creditors other than Members, in the order of priority as provided by law; 11.2.2. second, the liabilities to Members in their capacities as creditors, in the order of priority as provided by law; and 11.2.3. third, the expenses and cost of winding up. Company assets remaining after the above application shall be allocated and distributed to the Members as provided in accordance with their final capital account balances after allocation of all profits and losses including profits and losses accrued or incurred during winding up. Except as otherwise expressly provided herein, the dissolution of the Company shall proceed as provided in the Act. Except as provided by law, upon dissolution, each Member shall look solely to the assets of the Company for the return of its capital contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the capital contribution of each Member, such Member shall have no recourse against any other Member.