Duration and Dissolution of the Company. 20 Section 7.01 Duration....................................................20 Section 7.02 Dissolution.................................................21
Duration and Dissolution of the Company. The existence of the Company shall continue until the first to occur of the following events, but not upon any other event: (a) a determination by the Administrative Member, in its sole discretion, that the Company shall be dissolved, and its affairs wound up or (b) the occurrence of any other event that causes the dissolution of the Company under the Act. Upon such occurrence, unless the business of the Company is continued as permitted by the Act, the Company shall be wound up and terminated. In connection with the dissolution and winding up of the Company, the Administrative Member or, if there is no Administrative Member, a liquidator appointed by a Majority in Interest of the Members (the "Liquidator"), shall proceed to distribute the Specified ---------- Investments or, at the sole discretion of such Person or Persons, sell or liquidate the assets of the Company (including the conversion to cash or cash equivalents of its notes or accounts receivable) and make a final distribution of the assets (including Specified Investments, to the extent not otherwise sold by the Company) of the Company in the manner set forth in Section 5.2, provided that any distribution of any property other than cash is then valued at the fair market value thereof as determined in good faith by such Person or Persons, all in accordance with the Act. Upon the completion of such distribution of Company property, the Company shall be terminated, and the Administrative Member or the Liquidator, as the case may be, shall cause the cancellation of all qualifications of the Company in jurisdictions other than the State of Delaware and shall cancel the Certificate in accordance with the Act. In the reasonable sole discretion of the Administrative Member, or the Liquidator, as the case may be, all or a portion of the distributions that would otherwise be made to the Members or the Former Members may be (a) distributed to a trust established for the benefit of the Members and Former Members for purposes of liquidating Company assets, collecting amounts owed to the Company and paying any liabilities or obligations of the Company or the Administrative Member or the Liquidator, as the case may be, arising out of, or in connection with, this Agreement or the Company's business or affairs, provided that the Administrative Member or the Liquidator, as the case may be, will use its best efforts to establish such trust as a pass-through entity for tax purposes; or (b) withheld, with respect to...
Duration and Dissolution of the Company
