Distribution on Winding Up. In the event of the winding up of the Company for any reason, the proceeds of liquidation shall be applied by the end of the Calendar Year in which the liquidation occurs or, if later, within 90 days after the date of such liquidation, in the following rank and order:
Distribution on Winding Up. If the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the Shares held by them respectively. And if in a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said Shares held by them respectively. Provided that this Article shall not affect the rights of the Holders of Shares issued upon special terms and conditions.
Distribution on Winding Up. 62 Liquidating Trust62 Distributions In Kind. 62 Partition. 62 Conflicts and Covenants. 63 Manager Time Commitment63 Related Business Partners. 63 Competitive Undertakings. 63 Exclusivity Covenant of NYSTRS. 63 Exclusivity Covenant of Inland. 64 Confidentiality Covenant66 Remedies. 67 Activities of Inland. 68 Counsel; Amendments. 69 Counsel to the Company. 69 Amendments. 69 Representations and Warranties. 69 Representations of Inland. 69 Representations of NYSTRS. 69 Securities Representations. 70 General Provisions. 72 Notices. 72 Successors. 73 Governing Law.. 73 Personal Jurisdiction. 73 Counterparts. 74 Pronouns and Headings. 74 Members Not Agents. 74 No Third Party Beneficiaries. 74 Entire Understanding. 74 Severability. 74 Further Assurances. 74 Set-Off Rights. 74 Affiliate. 75 Prevailing Party. 75 Press Releases. 75 Offset Right75 DEFINED TERMS INDEX EXHIBITS [INTENTIONALLY OMITTED] THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE, BUT HAVE BEEN ISSUED PURSUANT TO EXEMPTIONS UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “SEC ACT”), AND APPLICABLE STATE SECURITIES LAWS. THE SALE, TRANSFER, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF ANY OF SAID INTERESTS IS RESTRICTED AND MAY NOT BE ACCOMPLISHED EXCEPT IN ACCORDANCE WITH THIS AGREEMENT AND AN APPLICABLE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MANAGER THAT REGISTRATION IS UNNECESSARY OR AN EXEMPTION FROM REGISTRATION UNDER THE SEC ACT AND APPLICABLE STATE SECURITIES LAWS. OPERATING AGREEMENT OF IN RETAIL FUND, L.L.C. THIS OPERATING AGREEMENT (this “Agreement”) is made and entered into this 8th day of October, 2004, among the following persons (individually referred to herein as a “Member” and collectively referred to herein as “Members”): INLAND REAL ESTATE CORPORATION, a Maryland corporation (“Inland”) and THE NEW YORK STATE TEACHERS’ RETIREMENT SYSTEM (“NYSTRS”), a Public Retirement System established under Article 11 of the New York State Education Law, by and through its designated advisor, MXXXXX SXXXXXX REAL ESTATE ADVISOR, INC. (“Mxxxxx Sxxxxxx”) and the following person (individually referred to herein as the “Manager”): IN RETAIL MANAGER, L.L.C., an Illinois limited liability company
