Common use of Distribution of Proceeds on Dissolution; Winding Up; Reserves Clause in Contracts

Distribution of Proceeds on Dissolution; Winding Up; Reserves. (A) Upon the occurrence of a Liquidation Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members and neither the Management Committee nor any General Manager or Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up the Company’s business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as Dissolution Proceeds have been distributed pursuant to this Section 9.3 and the Company has filed a certificate of cancellation. (B) The General Manager or, if there is no General Manager, a Member appointed by the Members (in either case, the “Winding-Up Member”) shall be responsible for overseeing the winding up and liquidation of the Company. As soon as reasonably practical after the occurrence of a Liquidation Event, the Winding-Up Member shall file a notice of winding up and take such other actions as are required under the Act to dispose or make provision for the known and unknown claims against the Company. After filing the notice of winding up, the Winding-Up Member shall take full account of the Company’s liabilities and the Business Property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”) to the extent sufficient therefor, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company to the extent of the lesser of the value of the secured property or the amount of the secured indebtedness; (2) Second, to the payment of the Company’s remaining indebtedness, including any Member Loan; and  (3) Third, the balance, if any, less such reserves (“Dissolution Reserves”) as the Winding-Up Member reasonably determines are necessary or appropriate for anticipated or contingent expenses of the Company, shall be distributed to the Members in accordance with Section 3.1. (C) To the extent the Winding-Up Member subsequently determines Dissolution Reserves (or any part thereof) to be unnecessary for Company expenses, he or she shall cause such amounts to be distributed or paid to the Members or other Persons who would have received the proceeds comprising such Dissolution Reserves under this Section 9.3 as if such proceeds had not been used to fund Dissolution Reserves. (D) When all of the remaining property and assets of the Company have been applied and distributed as provided in this Section 9.3, the Winding-Up Member shall file a certificate of cancellation as provided in the Act and take such other actions as may be necessary to cause the Company to withdraw from all jurisdictions where the Company is then authorized to transact business.

Distribution of Proceeds on Dissolution; Winding Up; Reserves. (A) Upon the occurrence of a Liquidation Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members the Member, and neither the Management Committee nor any General Manager or Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, winding up the Company’s 's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as the Dissolution Proceeds have been distributed pursuant to this Section 9.3 and the Company has filed a certificate articles of cancellationdissolution. (B) The General Manager Member or, if there is no General ManagerMember, a Member appointed by the Members Member's successor-in-interest (in either case, the “"Winding-Up Member”) Person"), shall be responsible for overseeing the winding up and liquidation of the Company. As soon as reasonably practical after the occurrence of a Liquidation Dissociation Event, the Winding-Up Member Person shall file a notice of winding up and take such other actions as are required under the Act to dispose or make provision for the known and unknown claims against the Company. After filing the notice of winding winding-up, the Winding-Up Member person shall take full account of the Company’s 's liabilities and the Business Property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom and any other assets and funds of the Company (collectively, the “"Dissolution Proceeds”) "), to the extent sufficient therefor, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company to the extent of the lesser of the value of the secured property or the amount of the secured indebtedness; (2) Second, to the payment of the Company’s remaining indebtedness's then outstanding indebtedness with respect to which the Member is subject to personal liability as a guarantor or under a master lease or similar agreement, including any Member Loanbut if the amount available therefor shall be insufficient, then pro rata on account thereof; and and (3) Third, to the payment of the Company's remaining indebtedness (excluding liabilities for distributions to the Member), but if the amount available therefor shall be insufficient, then pro rata on account thereof; and (4) Fourth, the balance, if any, less such reserves (“"Dissolution Reserves”") as the Winding-Up Member Person reasonably determines are necessary or appropriate for anticipated or contingent expenses of the Company, shall be distributed to the Members in accordance with Section 3.1Member. (C) To the extent the Winding-Up Member Person subsequently determines Dissolution Reserves (or any part thereof) to be unnecessary for Company expenses, he or she she/he/it shall cause such amounts to be distributed or paid to the Members Member, or other Persons who would have received the proceeds comprising such Dissolution Reserves under this Section 9.3 as if such proceeds had not been used to fund Dissolution Reserves. (D) When all of the remaining Company's property and assets of the Company have been applied and distributed as provided in this Section 9.3Section, the Winding-Up Member Person shall file a certificate articles of cancellation dissolution as provided in the Act and take such other actions as may be necessary to cause the Company to withdraw from all jurisdictions where the Company is then authorized to transact business. (E) The Winding-Up Person shall not receive any compensation for any services performed pursuant to this Section.

Distribution of Proceeds on Dissolution; Winding Up; Reserves. (A) Upon the occurrence of a Liquidation Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members and neither the Management Committee nor any General Manager or Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up the Company’s business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as Dissolution Proceeds have been distributed pursuant to this Section 9.3 and the Company has filed a certificate of cancellation. (B) The General Manager or, if there is no General Manager, a Member appointed by the Members (in either case, the “Winding-Up Member”) shall be responsible for overseeing the winding up and liquidation of the Company. As soon as reasonably practical after the occurrence of a Liquidation Event, the Winding-Up Member shall file a notice of winding up and take such other actions as are required under the Act to dispose or make provision for the known and unknown claims against the Company. After filing the notice of winding up, the Winding-Up Member shall take full account of the Company’s liabilities and the Business Property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”) to the extent sufficient therefor, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company to the extent of the lesser of the value of the secured property or the amount of the secured indebtedness; (2) Second, to the payment of the Company’s remaining indebtedness, including any Member Loan; and and (3) Third, the balance, if any, less such reserves (“Dissolution Reserves”) as the Winding-Up Member reasonably determines are necessary or appropriate for anticipated or contingent expenses of the Company, shall be distributed to the Members in accordance with Section 3.1. (C) To the extent the Winding-Up Member subsequently determines Dissolution Reserves (or any part thereof) to be unnecessary for Company expenses, he or she shall cause such amounts to be distributed or paid to the Members or other Persons who would have received the proceeds comprising such Dissolution Reserves under this Section 9.3 as if such proceeds had not been used to fund Dissolution Reserves. (D) When all of the remaining property and assets of the Company have been applied and distributed as provided in this Section 9.3, the Winding-Up Member shall file a certificate of cancellation as provided in the Act and take such other actions as may be necessary to cause the Company to withdraw from all jurisdictions where the Company is then authorized to transact business.

Distribution of Proceeds on Dissolution; Winding Up; Reserves. (A) Upon the occurrence of a Liquidation Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, satisfying the claims of its creditors, and liquidating its assets, and satisfying the claims of its creditors and Members and neither the Management Committee nor any General Manager or Member shall not take any action that is inconsistent with, with or not necessary unnecessary to or appropriate for, the winding up of the Company’s business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as the Dissolution Proceeds have been distributed pursuant to this Section 9.3 and the Company has filed a certificate articles of cancellationtermination. (B) The General Manager Member or, if there is no General ManagerMember, a Member appointed by then the Members Member’s successor-in-interest (in either case, the “Winding-Up MemberPerson”) shall be responsible for overseeing the winding up and liquidation of the Company. As soon as reasonably practical after the occurrence of a Liquidation Event, the Winding-Up Member Person shall file a notice of winding up and take such other actions as are required under the Act to dispose pay or make provision for the known and unknown claims against the Company. After filing the notice of winding up, the Winding-Up Member Person shall take full account of the Company’s liabilities and the Business Property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”) ), to the extent sufficient therefor, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company to the extent of the lesser of the value of the secured property or Company’s known debts and liabilities, but if the amount of the secured indebtedness;available therefor shall be insufficient, then pro rata on account thereof; and (2) Second, to the payment of the Company’s remaining indebtedness, including any Member Loan; and  (3) ThirdThen, the balance, if any, less such reserves (“Dissolution Reserves”) as the Winding-Up Member Person reasonably determines are necessary or appropriate for anticipated or contingent expenses of the Company, shall be distributed to the Members in accordance with Section 3.1Member. (C) To the extent the Winding-Up Member Person subsequently determines Dissolution Reserves (or any part thereof) to be unnecessary for Company expenses, he or she she/he/it shall cause such amounts to be distributed or paid to the Members Member, or other Persons who would have received the proceeds comprising such Dissolution Reserves under this Section 9.3 as if such proceeds had not been used to fund Dissolution Reserves. (D) When all of the remaining Company’s property and assets of the Company have been applied and and/or distributed as provided in this Section 9.3Section, the Winding-Up Member Person shall file a certificate articles of cancellation termination as provided in the Act and take such other actions as may be necessary to cause the Company to withdraw from all jurisdictions where the Company is then authorized to transact business. The Winding-Up Person shall not receive any compensation for any services performed pursuant to this Section.

Distribution of Proceeds on Dissolution; Winding Up; Reserves. (A) Upon the occurrence of a Liquidation Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, satisfying the claims of its creditors, and liquidating its assets, and satisfying the claims of its creditors and Members and neither the Management Committee nor any General Manager or Member shall not take any action that is inconsistent with, with or not necessary unnecessary to or appropriate for, the winding up of the Company’s 's business and affairs. To the extent not inconsistent with the foregoing, all covenants and obligations in this Agreement shall continue in full force and effect until such time as the Dissolution Proceeds have been distributed pursuant to this Section 9.3 and the Company has filed a certificate of cancellation. (B) The General Manager or, if there is no General Manager, a Member appointed person designated by the Members Member or his, her its successor-in-interest (in either case, the “Winding-Up MemberPerson”) ), shall be responsible for overseeing the winding up and liquidation of the Company. As soon as reasonably practical after the occurrence of a Liquidation Event, the Winding-Up Member Person shall file a notice of winding up such notices and other filings and take such other actions as are required under the Act to dispose of or make provision for the known and unknown claims against the Company. After filing the notice of winding upmaking such filings, the Winding-Up Member Person shall take full account of the Company’s 's liabilities and the Business Property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value thereof, and shall cause the proceeds therefrom and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”) ), to the extent sufficient therefor, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company Company's known debts and liabilities (including debts and liabilities to the extent of the lesser of the value of the secured property or Member and/or Manager), but if the amount of the secured indebtedness;available therefor shall be insufficient, then pro rata on account thereof; and (2) Second, to the payment of the Company’s remaining indebtedness, including any Member Loan; and  (3) ThirdThen, the balance, if any, less such reserves (“Dissolution Reserves”) as the Winding-Up Member Person reasonably determines are necessary or appropriate for anticipated or contingent expenses of the Company, shall be distributed to the Members in accordance with Section 3.1Member. (C) To the extent the Winding-Up Member Person subsequently determines Dissolution Reserves (or any part thereof) to be unnecessary for Company expenses, he or she shall cause such amounts to be distributed or paid to the Members Member, or other Persons who would have received the proceeds comprising such Dissolution Reserves under this Section 9.3 as if such proceeds had not been used to fund Dissolution Reserves. (D) When all of the remaining Company's property and assets of the Company have been applied and and/or distributed as provided in this Section 9.3Section, the Winding-Up Member Person shall file a certificate of cancellation as provided in the Act and take such other actions as may be necessary to cause the Company to withdraw from all jurisdictions where the Company is then authorized to transact business. The Winding-Up Person shall not receive any compensation for any services performed pursuant to this Section.