Common use of Distributions; Termination Clause in Contracts

Distributions; Termination. After determining that all known debts and liabilities of the Company in the process of winding up and debts and liabilities have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances, after such Capital Accounts have been adjusted to take into account all income and loss allocations, as specified in Exhibit B, for the Company’s taxable year during which liquidation occurs. To the extent possible, liquidating distributions shall be made by the end of the Company’s taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. Each Member shall be entitled to look solely to the assets of the Company for the return of such Member’s positive Capital Account balance, it being understood that the intent is that there will not be any amounts to distribute to the Members upon a liquidation of the Company. Notwithstanding that the assets of the Company remaining after payment of or due provision for all debts, liabilities, and obligations of the Company may be insufficient to return the Capital Contributions or share of Profits (if any) reflected in such Member’s positive Capital Account balance, a Member shall have no recourse against the Company, the Manager or any other Member. Upon completion of the winding up of the affairs of the Company, the Members, or other Person(s) winding up the affairs of the Company, shall cause to be filed in the office of, and on a form prescribed by, the Department of State of the Commonwealth of Pennsylvania, a certificate of dissolution as provided in the Act. Notwithstanding anything to the contrary in this Agreement, the Manager may, in its discretion, make a Contribution of any or all of such remaining assets of the Company in lieu of distributing them to the Members. The Company shall terminate when all of the assets of the Company have been distributed in the manner provided for in this section, and the certificate of dissolution is filed in accordance with this section. No Member may take any voluntary action that directly causes a dissolution of the Company.‌

Distributions; Termination. After determining that all known debts and liabilities of the Company in the process of winding up and debts and liabilities have been paid or adequately provided for, the remaining assets shall be distributed to the Members in accordance with their positive Capital Account balances, after such Capital Accounts have been adjusted to take into account all income and loss allocations, as specified in Exhibit B, for the Company’s taxable year during which liquidation occursrespective Percentage Interests. To the extent possible, liquidating distributions shall be made by the end of the Company’s taxable year in which the Company is liquidated, or, if later, within ninety (90) days after the date of such liquidation. Each Member shall be entitled to look solely to the assets of the Company for the return of any Capital Contributions by such Member’s positive Capital Account balanceMember that have not been contributed or expended in connection with the purposes of the Company, it being understood that the intent is acknowledged that there will are not expected to be any amounts to distribute to the Members upon a liquidation of the Company. Notwithstanding that the assets of the Company remaining after payment of or due provision for all debts, liabilities, and obligations of the Company may be insufficient to return the Capital Contributions (or share of Profits (Profits, if any) reflected in such Member’s positive Capital Account balance, a Member shall have no recourse against the Company, the Manager its officers, agents, employees or other designees, or any other Member. Upon completion of the winding up of the affairs of the Company, the Members, or other Person(s) winding up the affairs of the Company, shall cause to be filed in the office of, and on a form prescribed by, the Department of State of the Commonwealth of Pennsylvania, a certificate of dissolution as provided in the Act. Notwithstanding anything to the contrary in this Agreement, the Manager may, in its discretion, make a Contribution of any or all of such remaining assets of the Company in lieu of distributing them to the Members. The Company shall terminate when all of the assets of the Company have been distributed in the manner provided for in this section, and the certificate of dissolution is filed in accordance with this section. No Member may take any voluntary action that directly causes a dissolution of the Company.‌Company.