Common use of Liquidation and Winding Up Clause in Contracts

Liquidation and Winding Up. Upon the occurrence of a Dissolution Event, the Company shall be liquidated and the Management Committee (or other Person designated by the Management Committee or a decree of court) shall wind up the affairs of the Company. In such case, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up the affairs of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of priority: (a) To the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding loans from a Member or Management Committee Representative); (b) To the establishment of any reserves deemed necessary by the Management Committee or the Person winding up the affairs of the Company, for any contingent liabilities or obligations of the Company (including those of the Person serving as the liquidator); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and (d) The balance, if any, to the Members in accordance with Section 5.2 of this Agreement. Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purpose.

Liquidation and Winding Up. (a) Upon dissolution of the occurrence of a Dissolution EventCompany, the Manager(s), shall serve as liquidator of the Company shall be liquidated and (the Management Committee (or other Person designated by the Management Committee or a decree of court) shall “Liquidator”). The Liquidator shall, with reasonable speed, wind up the affairs of the CompanyCompany and liquidate the Property. In such case, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) The Liquidator shall have unlimited discretion to determine the authoritytime, in its sole manner and absolute discretion, terms of any sale of Property having due regard to sell the Company’s assets activity and properties or distribute them in kind. The Management Committee or other Person winding up condition of the affairs relevant market and general financial and economic conditions and shall be authorized to continue the business of the Company shall promptly proceed in order to maximize its value as a going concern for eventual sale. (b) Upon completion of the liquidation winding up of the affairs and business of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed by the Liquidator in the following manner and order of priority: (ai) To First, such assets shall be applied to the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding including any loans from a Manager or Member or Management Committee Representative)to the Company) and the payment of expenses of the winding up of the affairs and business of the Company; (bii) To Second, such assets shall be applied to the establishment setting up of any reserves deemed necessary (to be held by the Management Committee Liquidator) which the Liquidator may deem necessary or the Person winding up the affairs of the Company, appropriate for any contingent or unforeseen liabilities or obligations of the Company (including those of the Person serving as the liquidator); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and (diii) The balanceFinally, the remainder, if any, of such assets shall be distributed to the Members in accordance with Section 5.2 the provisions of this Agreement. Upon liquidation of Article 3. (c) If any Member shall be indebted to the Company, no Member then until payment of such indebtedness by such Member, the Liquidator shall be required to contribute any amount retain such Member’s distributive share of Property and apply the same to the Company solely because payment of such indebtedness. (d) The Liquidator shall comply with all requirements of the Act and other applicable law pertaining to the dissolution, winding up and liquidation of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purposelimited liability company.

Liquidation and Winding Up. Upon If dissolution of the occurrence Company should be caused by reason of (a) an event that makes it unlawful for the business of the Company to be carried on or for the Members to carry it on in the Company, (b) the bankruptcy of the Company, (c) the withdrawal or expulsion of the Managing Member and no substitute Managing Member has been timely admitted as provided in Article 10, with the result that there is no Managing Member acting, (d) a Dissolution Eventdecree of court that other circumstances render a dissolution and winding up of the affairs of the Company equitable or required by law, (e) the sale of all or substantially all of the assets of the Company, (f) the express will of Limited Members as provided in Section 12.1 (g) above, the Company shall be liquidated and the Management Committee Managing Member (or other Person designated the person or persons selected by the Management Committee or a decree of courtcourt to carry out the winding up of the affairs of the Company) shall wind up the affairs of the Company. In such case, The Managing Member or the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person person winding up the affairs of the Company shall promptly proceed to liquidate the liquidation Company. Upon liquidation, no distribution in kind of property and assets shall be made to Limited Members. In settling the accounts of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and the property of the Company shall be distributed in the following order of priority: (a) To the payment of all debts and liabilities of the Company Company, including loans by Members that are secured by mortgages, but excluding any other loans or advances that may have been made by the Members to the Company, in the order of priority as provided by law (other than outstanding loans from a Member or Management Committee Representative); law; (b) To the establishment of any reserves deemed necessary by the Management Committee Managing Member or the Person person winding up the affairs of the Company, Company for any contingent liabilities or obligations of the Company (including those of the Person serving as the liquidator); Company; (c) To the repayment of any outstanding unsecured loans from a Member or Management Committee Representative advances that may have been made by any Members to the CompanyCompany in the order of priority as provided by law; and (d) The balance, if any, Any remaining balance will be distributed to the Members in accordance with pro rata based on each Member's positive capital account balance, after giving effect to allocations pursuant to Sections 5.1 and 5.3 and after taking into account all capital account adjustments for the taxable year during which liquidation occurs (other than those made pursuant to this Section 5.2 of this Agreement. Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purpose12.3(d)).

Liquidation and Winding Up. (a) Upon the occurrence dissolution of a Dissolution EventCompany, the Company shall be liquidated and the Management Committee (or other Person designated by the Management Committee or a decree of courtManager(s) shall serve as liquidator of Company (the “Liquidator”). The Liquidator shall, with reasonable speed, wind up the affairs of Company and liquidate the CompanyProperty. In such case, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) The Liquidator shall have unlimited discretion to determine the authoritytime, manner and terms of any sale of Property having due regard to the activity and condition of the relevant market and general financial and economic conditions and shall be authorized to continue the business of Company in order to maximize its sole and absolute discretion, to sell value as a going concern for eventual sale. (b) Upon completion of the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up of the affairs and business of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed by the Liquidator in the following manner and order of priority: (ai) To first, such assets shall be applied to the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding including any loans from a Member Manager or Management Committee Representative)Unit Holder to Company) and the payment of expenses of the winding up of the affairs and business of Company; (bii) To second, such assets shall be applied to the establishment setting up of any reserves deemed necessary (to be held by the Management Committee Liquidator) which the Liquidator may deem necessary or the Person winding up the affairs of the Company, appropriate for any contingent or unforeseen liabilities or obligations of the Company (including those of the Person serving as the liquidator); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and (diii) The balancefinally, the remainder, if any, of such assets shall be distributed to the Members Unit Holders in accordance proportion to their respective number of Units at the time of such distribution. (c) If any Unit Holder shall be indebted to Company, then until payment of such indebtedness by such Unit Holder, the Liquidator shall retain such Unit Holder’s distributive share of Property and apply the same to the payment of such indebtedness. (d) The Liquidator shall comply with Section 5.2 all requirements of this Agreement. Upon the Act and other applicable law pertaining to the dissolution, winding up and liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purposelimited liability company.

Liquidation and Winding Up. Upon the occurrence of a Dissolution Event, the Company shall be liquidated and the Management Committee (or other Person designated by the Management Committee or a decree of court) shall wind up the affairs of the Company. In such case, the Management Committee (or such Designated Manager Member or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up the affairs of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of priority: (a) To the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding loans from a Member or Management Committee Representative); (b) To the establishment of any reserves deemed necessary by the Management Committee or the Person winding up the affairs of the Company, for any contingent liabilities or obligations of the Company (including those of the Person serving as the liquidator); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and (d) The balance, if any, to the Members in accordance with Section 5.2 of this Agreement. Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purpose.

Liquidation and Winding Up. Upon the occurrence of a Dissolution Event, the Company shall will be liquidated and the Management Committee Manager who has not wrongfully dissolved the Company will wind up the affairs of the Company provided, (or other i) if there is no such Manager, the Members will wind up the affairs of the Company, and (ii) if there is a Person designated by the Management Committee or a decree of court) shall court to wind up the affairs, then notwithstanding any other provision of this Section 9.2, such Person will wind up the affairs of the Company. In such case, the Management Committee Manager (or such Designated Manager Members or such other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee Manager or other Person winding up the affairs of the Company shall will promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidationDissolution Event, the assets and property of the Company shall will be distributed in the following order of priority: (a) To the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding loans from a Member or Management Committee Representativethe Manager); (b) To the establishment of any reserves deemed necessary by the Management Committee Manager, or the Person winding up the affairs of the Company, for any contingent liabilities or obligations of the Company (including those of the Person serving as the liquidator), which reserves when they become unnecessary shall be distributed in accordance with the provisions of Section 9.2(d); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative the Manager to the Company; and (d) The balance, if any, to the Members in accordance with Section 5.2 of this AgreementSections 4.2(a)(ii). Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any Member. Any deficit or negative balance shall not be considered an asset of the Company for any purpose.

Liquidation and Winding Up. Upon the occurrence of a Dissolution Eventan Event of Dissolution, the Company Liquidator shall, at the Company’s expense, continue to operate the Company’s properties with all of the power and authority of the Sole Member, and shall be liquidated and the Management Committee (take such steps as it deems necessary or other Person designated by the Management Committee or a decree of court) shall appropriate to proceed diligently to wind up the affairs of the Company. In such caseCompany and make final distributions as provided herein and in the Act, including, without limitation, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up the affairs of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of prioritysteps: (a) To the payment As promptly as possible after dissolution and again after final liquidation, cause a proper accounting to be made by a recognized firm of all debts and liabilities certified public accountants of the Company Company’s assets, liabilities, and operations through the last day of the calendar month in which the order of priority dissolution occurs or the final liquidation is completed, as provided by law (other than outstanding loans from a Member or Management Committee Representative);applicable. (b) To the establishment of any reserves deemed necessary by the Management Committee Pay, satisfy or the Person winding up the affairs discharge from Company funds all of the Companydebts, for any contingent liabilities or and obligations of the Company (including those including, without limitation, all expenses incurred in liquidation, any Advances made pursuant to Section 4.41 or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of the Person serving a cash escrow fund for contingent liabilities in such amount and for such term as the liquidatorliquidator may reasonably determine);. Newco Investments, LLC Agreement 12 (c) To Distribute all remaining assets of the repayment of any outstanding loans from a Member or Management Committee Representative Company to the Company; and (d) The balance, if any, to the Members Sole Member in accordance with Section 5.2 the positive balance of this Agreement. Upon the Sole Member’s Capital Account, as determined after taking into account all adjustments to such Capital Account for the taxable year of the Company during which the liquidation of the Company, no Company occurs. All distributions in kind to the Sole Member shall be required to contribute any amount made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company solely because has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 8.2. The distribution of cash and/or property to the Sole Member in accordance with the provisions of this Section 8.2 constitutes a deficit or negative balance in complete return to the Sole Member of its Capital Account Contributions and a complete distribution to the Sole Member of such Member and any deficit or negative balance shall not be considered an asset its Interest all of the Company for any purposeCompany’s property.

Liquidation and Winding Up. Upon the occurrence of a Dissolution Event, the Company shall be liquidated and the Management Committee (or other Person designated by the Management Committee or a decree of court) shall wind up the affairs of the Company. In such case, the Management Committee (or such Designated Administrative Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind; provided that the Member Units and any property received as distributions in respect of Member Units shall not be sold and shall instead be distributed in kind to the applicable Member in accordance with Section 5.3. The Management Committee or other Person winding up the affairs of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of priority: (a) To the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding loans from a Member or Management Committee Representative); (b) To the establishment of any reserves deemed necessary by the Management Committee or the Person winding up the affairs of the Company, for any contingent liabilities or obligations of the Company (including those of the Person serving as the liquidator); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; (d) The Member Units and any property received as distributions in respect of Member Units to the applicable Member; and (de) The balance, if any, to the Members in accordance with Section 5.2 5.3 of this Agreement. Upon Subject to the immediately preceding paragraph, upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purpose.

Liquidation and Winding Up. Upon 8.3.1 If the occurrence of a Dissolution EventCompany is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the Company shall be liquidated and the Management Committee Members who are not Terminated Members (they, collectively, or any other Person designated by empowered to liquidate the Management Committee or a decree of courtCompany under this Section 8.3, the "Liquidator") shall commence to wind up the affairs of the Company. In such case, the Management Committee (or such Designated Manager or other Person designated Company and to liquidate and sell its assets as reasonably Approved by the Management Committee or a decree of court) Members as soon as is practicable thereafter. A third-party liquidator may be appointed as the Liquidator if Approved by the Members. Any Liquidator other than the Members shall have sufficient business expertise and competence to conduct the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up and termination of the affairs business of the Company as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Company may thereafter enter into. No Liquidator who is a Member shall promptly proceed to be paid any compensation or fee for conducting the liquidation of the Company. 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for The holders of interests in the Company shall be completed within three (3) years following continue to share income and losses during the sale period of liquidation in accordance with Article 4. 8.3.3 If a Member or an Affiliate of a Member desires to purchase any of the Company’s last asset (assuming that 's remaining assets, the Company price, terms and its Subsidiary Entities are not then parties conditions of such purchase shall be subject to any outstanding litigation which has not been resolved). If the Approval of the Members Members. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is obtained, not the Members shall have and may elect exercise all of the powers conferred upon the Members under the terms of this Agreement (but subject to accelerate all of the winding-applicable limitations, contractual and otherwise, upon the exercise of such powers), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the liquidation period. 8.3.5 If (i) the Company is dissolved for any reason and is not reconstituted and continued pursuant to Section 8.4.1, (ii) both Members have become Bankrupt or been dissolved, and (iii) within ninety (90) days following the date of dissolution a Liquidator or successor Liquidator has not been appointed by remaining Members pursuant to Section 8.3 1, any interested party shall have the right to seek judicial supervision of the winding up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company pursuant to the Act. 8.3.6 After making payment or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of priority: (a) To the provision for payment of all debts and liabilities of the Company in and all expenses of liquidation, the order of priority as provided by law (other than outstanding loans from Liquidator may establish, for a Member or Management Committee Representative); (b) To the establishment of any reserves deemed necessary period Approved by the Management Committee or Members not to exceed eighteen (18) months after [40] 45 the Person winding up date the affairs of liquidation is complete, such cash reserves as the Company, Liquidator may reasonably deem necessary for any contingent or unforeseen liabilities or obligations of the Company (including those of the Person serving as the liquidator); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and (d) The balance, if any, to the Members in accordance with Section 5.2 of this Agreement. Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purpose.

Liquidation and Winding Up. Upon the occurrence of a Dissolution Eventan Event of Dissolution, the Company Liquidator shall, at the Company's expense, continue to operate the Company's properties with all of the power and authority of the Manager, and shall be liquidated and the Management Committee (take such steps as it deems necessary or other Person designated by the Management Committee or a decree of court) shall appropriate to proceed diligently to wind up the affairs of the Company. In such caseCompany and make final distributions as provided herein and in the Act, including, without limitation, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up the affairs of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of prioritysteps: (a) To the payment as promptly as possible after dissolution and again after final liquidation, cause a proper accounting to be made by a recognized firm of all debts and liabilities certified public accountants of the Company Company's assets, liabilities, and operations through the last day of the calendar month in which the order of priority dissolution occurs or the final liquidation is completed, as provided by law (other than outstanding loans from a Member or Management Committee Representative)applicable; (b) To the establishment of any reserves deemed necessary by the Management Committee pay, satisfy or the Person winding up the affairs discharge from Company funds all of the Companydebts, for any contingent liabilities or and obligations of the Company (including those including, without limitation, all expenses incurred in liquidation), or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of the Person serving a cash escrow fund for contingent liabilities in such amount and for such term as the liquidatorliquidator may reasonably determine);; and (c) To distribute all remaining assets of the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and (d) The balance, if any, Company to the Members in accordance with Section 5.2 the positive balance of this Agreement. Upon such Member's Capital Account, as determined after taking into account all adjustments to such Capital Account for the taxable year of the Company during which the liquidation of the Company, no Member Company occurs. All distributions in kind to the Members shall be required to contribute any amount made subject to the Company solely because liability of a deficit each distributee for costs, expenses, and liabilities theretofore incurred or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of for which the Company for any purposehas committed prior to the date of termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Article 11.4. The distribution of cash and/or property to a Member in accordance with the provisions of this Article 11.4 constitutes a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its Membership Interest all the Company's property.

Liquidation and Winding Up. Upon the occurrence of a Dissolution Eventan Event of Dissolution, the Company Liquidator shall, at the Company’s expense, continue to operate the Company’s properties with all of the power and authority of the Sole Member, and shall be liquidated and the Management Committee (take such steps as it deems necessary or other Person designated by the Management Committee or a decree of court) shall appropriate to proceed diligently to wind up the affairs of the Company. In such caseCompany and make final distributions as provided herein and in the Act, including, without limitation, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up the affairs of the Company shall promptly proceed to the liquidation of the Company. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for the Company shall be completed within three (3) years following the sale of the Company’s last asset (assuming that the Company and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of prioritysteps: (a) To the payment As promptly as possible after dissolution and again after final liquidation, cause a proper accounting to be made by a recognized firm of all debts and liabilities certified public accountants of the Company Company’s assets, liabilities, and operations through the last day of the calendar month in which the order of priority dissolution occurs or the final liquidation is completed, as provided by law (other than outstanding loans from a Member or Management Committee Representative);applicable. (b) To the establishment of any reserves deemed necessary by the Management Committee Pay, satisfy or the Person winding up the affairs discharge from Company funds all of the Companydebts, for any contingent liabilities or and obligations of the Company (including those including, without limitation, all expenses incurred in liquidation, and any Advances made pursuant to Section 4.4) or otherwise make adequate provision for payment and discharge thereof (including, without limitation, the establishment of the Person serving a cash escrow fund for contingent liabilities in such amount and for such term as the liquidatorLiquidator may reasonably determine);. (c) To Distribute all remaining assets of the repayment of any outstanding loans from a Member or Management Committee Representative Company to the Company; and (d) The balance, if any, to the Members Sole Member in accordance with Section 5.2 the positive balance of this Agreement. Upon the Sole Member’s Capital Account, as determined after taking into account all adjustments to such Capital Account for the taxable year of the Company during which the liquidation of the Company, no Company occurs. All distributions in kind to the Sole Member shall be required to contribute any amount made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company solely because has committed prior to the date of termination and those costs, expenses and liabilities shall be allocated to the distributee pursuant to this Section 8.2. The distribution of cash and/or property to the Sole Member in accordance with the provisions of this Section 8.2 constitutes a deficit or negative balance complete return to the Sole Member of its Capital Contributions and a complete distribution to the Sole Member of its Interest in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset all of the Company for any purposeCompany’s property.

Liquidation and Winding Up. Upon (a) In the occurrence event of a Dissolution Event, the dissolution of the Company shall be liquidated and the Management Committee (or other Person designated by the Management Committee or a decree of court) shall wind up the affairs of the Company. In such casepursuant to Section 11.02, the Management Committee (or such Designated Manager or other Person designated by the Management Committee or a decree of court) shall have the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding affairs shall be wound up the affairs by a liquidating trustee of the Company shall promptly proceed to selected by the liquidation of Board (in such capacity, the Company. In proceeding with the winding-up process“Liquidating Agent”), it is the Members’ objective that the winding-up process for the Company which Liquidating Agent shall be completed within three (3) years following the sale of an individual who is knowledgeable about the Company’s last asset business and operations (assuming that to the Company extent possible) and its Subsidiary Entities are not then parties to any outstanding litigation which has not been resolved). If the Approval of the Members is obtained, the Members may elect to accelerate the winding-up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed substantial experience in the following order purchase and sale of priority: (a) To the payment of all debts and liabilities of the Company in the order of priority as provided by law (other than outstanding loans from a Member or Management Committee Representative);businesses. (b) To Upon dissolution of the establishment Company and until the filing of any reserves deemed necessary by a certificate of cancellation as provided in Section 18-203 of the Management Committee or Act, the Person winding up Liquidating Agent may, in the affairs of name of, and for and on behalf of, the Company, for any contingent liabilities prosecute and defend lawsuits, whether civil, criminal or obligations administrative, settle and close the Company’s business, dispose of and convey the Company’s property or sell the Company (including those of the Person serving and its Subsidiaries) as the liquidator); (c) To the repayment of any outstanding loans from a Member going concern, discharge or Management Committee Representative to make reasonable provision for the Company; and (d) The balance’s liabilities, if any, and distribute to the Members in accordance with Section 5.2 of this Agreement. Upon liquidation 11.05 any remaining assets of the Company, no Member all without affecting the liability of Members and without imposing any liability on any Liquidating Agent. (c) Except as otherwise provided in this Agreement or by applicable Law, the Members shall continue to receive Guaranteed Payments and share distributions and allocations during the period of liquidation in the same manner as before the dissolution. (d) A reasonable time period shall be required to contribute any amount to allowed for the Company solely because orderly winding up and liquidation of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset assets of the Company for and the discharge of liabilities to creditors so as to enable the Liquidating Agent to seek to minimize potential losses upon such liquidation. Subject to the provisions of Section 11.05, the Liquidating Agent shall have reasonable discretion to determine the time, manner and terms of any purposesale or sales of the Company’s property pursuant to such liquidation. The provisions of this Agreement shall remain in full force and effect during the period of winding up and until the filing of a certificate of cancellation of the Company with the Secretary of State of the State of Delaware. (e) Upon the completion of the winding up of the Company, any Director designated by the Comcast Members or the Liquidating Agent or other duly designated representative shall file a certificate of cancellation of the Company with the Secretary of State of the State of Delaware as provided in Section 18-203 of the Act.

Liquidation and Winding Up. Upon 8.3.1 If the occurrence of a Dissolution EventCompany is dissolved for any reason and is not reconstituted pursuant to Section 8.4.1, the Company shall be liquidated and the Management Committee Members who are not Terminated Members (they, collectively, or any other Person designated by empowered to liquidate the Management Committee or a decree of courtCompany under this Section 8.3, the "Liquidator") shall commence to wind up the affairs of the Company. In such case, the Management Committee (or such Designated Manager or other Person designated Company and to liquidate and sell its assets as reasonably Approved by the Management Committee or a decree of court) Members as soon as is practicable thereafter A third-party liquidator may be appointed as the Liquidator if Approved by the Members. Any Liquidator other than the Members shall have sufficient business expertise and competence to conduct the authority, in its sole and absolute discretion, to sell the Company’s assets and properties or distribute them in kind. The Management Committee or other Person winding up and termination of the affairs business of the Company as it has theretofore been conducted or (subject to the limitations hereinafter set forth) which the Company may thereafter enter into. No Liquidator who is a Member shall promptly proceed to be paid any compensation or fee for conducting the liquidation of the Company. 8.3.2 The Liquidator shall proceed with such liquidation in as expeditious a manner as is reasonably practicable. In proceeding with the winding-up process, it is the Members’ objective that the winding-up process for The holders of interests in the Company shall be completed within three (3) years following continue to share income and losses during the sale period of liquidation in accordance with Article 4 8.3.3 If a Member or an Affiliate of a Member desires to purchase any of the Company’s last asset (assuming that 's remaining assets, the Company price, terms and its Subsidiary Entities are not then parties conditions of such purchase shall be subject to any outstanding litigation which has not been resolved). If the Approval of the Members Members. 8.3.4 Except as expressly provided in this Article 8, any Liquidator which is obtained, not the Members shall have and may elect exercise all of the powers conferred upon the Members under the terms of this Agreement (but subject to accelerate all of the winding-applicable limitations, contractual and otherwise, upon the exercise of such powers), to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during the liquidation period. 8.3.5 If (i) the Company is dissolved for any reason and is not reconstituted and continued pursuant to Section 8.4.1, (ii) both Members have become Bankrupt or been dissolved, and (iii) within ninety (90) days following the date of dissolution a [40] 45 Liquidator or successor Liquidator has not been appointed by remaining Members pursuant to Section 8.3.1, any interested party shall have the right to seek judicial supervision of the winding up process by mutually agreeing to set aside reserves or entering into a cost-sharing agreement with respect to any trailing liabilities of the Company pursuant to the Act. 8.3.6 After making payment or its Subsidiary Entities. In a liquidation, the assets and property of the Company shall be distributed in the following order of priority: (a) To the provision for payment of all debts and liabilities of the Company in and all expenses of liquidation, the order of priority as provided by law (other than outstanding loans from Liquidator may establish, for a Member or Management Committee Representative); (b) To the establishment of any reserves deemed necessary period Approved by the Management Committee or Members not to exceed eighteen (18) months after the Person winding up date the affairs of liquidation is complete, such cash reserves as the Company, Liquidator may reasonably deem necessary for any contingent or unforeseen liabilities or obligations of the Company (including those of the Person serving as the liquidator); (c) To the repayment of any outstanding loans from a Member or Management Committee Representative to the Company; and (d) The balance, if any, to the Members in accordance with Section 5.2 of this Agreement. Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit or negative balance in the Capital Account of such Member and any deficit or negative balance shall not be considered an asset of the Company for any purpose.