Common use of Liquidation; Winding Up Clause in Contracts

Liquidation; Winding Up. Upon the occurrence of an Event of Dissolution, the Board of Managers shall wind up the affairs of the Company in accordance with the Act and shall supervise the liquidation of the assets and property of the Company and, except as hereinafter provided, shall have full, complete and absolute discretion in the mode, method, manner and timing of effecting such liquidation. The Board of Managers shall have absolute discretion in determining whether to sell or otherwise dispose of Company assets or to distribute the same in kind. The Board of Managers shall liquidate and wind up the affairs of the Company as follows: (a) The Board of Managers shall prepare (or cause to be prepared) a balance sheet of the Company in accordance with GAAP as of the date of dissolution. (b) The assets, properties and business of the Company shall be liquidated by the Board of Managers in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Board of Managers not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (c); provided, however, that the fair market value of such properties and assets (as determined by the Board of Managers in good faith, which determination shall be binding and conclusive) shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof. (c) The proceeds of the sale of all or substantially all of the properties and assets of the Company and all other properties and assets of the Company not sold, as provided in subsection (b) above, and valued at the fair market value thereof as provided in such subsection (b), shall be applied and distributed in one or more installments as follows, and in the following order of priority: (i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for and the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company; and (ii) Second, the remaining proceeds to the Members in accordance with the applicable provisions of Section 3.4. (d) A certificate of cancellation, as required by the Act, shall be filed by the Board of Managers.

Liquidation; Winding Up. Upon the occurrence of an Event of Dissolution, the Board of Managers shall wind up the affairs of the Company in accordance with the Act and shall supervise the liquidation of the assets and property of the Company and, except as hereinafter provided, shall have full, complete and absolute discretion in the mode, method, manner and timing of effecting such liquidation. The Board of Managers shall have absolute discretion in determining whether to sell or otherwise dispose of Company assets or to distribute the same in kind. The Board of Managers shall liquidate and wind up the affairs of the Company as follows: (a) The Board of Managers shall prepare (or cause to be prepared) a balance sheet of the Company in accordance with GAAP as of the date of dissolution. (b) The assets, properties and business of the Company shall be liquidated by the Board of Managers in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Board of Managers not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (c); provided, however, that the fair market value of such properties and assets (as determined by the Board of Managers in good faith, which determination shall be binding and conclusive) shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof. (c) The proceeds of the sale of all or substantially all of the properties and assets of the Company and all other properties and assets of the Company not sold, as provided in subsection (b) above, and valued at the fair market value thereof as provided in such subsection (b), shall be applied and distributed in one or more installments as follows, and in the following order of priority: : (i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for and the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company; and (ii) Second, to each Class A Member until each such Class A Member has received a total amount equal to its Capital Contributions; and (iii) Third, the remaining proceeds to the Members in accordance with the applicable provisions of Section 3.4. (d) A certificate of cancellation, as required by the Act, shall be filed by the Board of Managers.

Liquidation; Winding Up. Upon the occurrence of an Event of Dissolution, the Board of Managers shall wind up the affairs of the Company in accordance with the Act and shall supervise the liquidation of the assets and property of the Company and, except as hereinafter provided, shall have full, complete and absolute discretion in the mode, method, manner and timing of effecting such liquidation. The Board of Managers shall have absolute discretion in determining whether to sell or otherwise dispose of Company assets or to distribute the same in kind. The Board of Managers shall liquidate and wind up the affairs of the Company as follows: (a) The Board of Managers shall prepare (or cause to be prepared) a balance sheet of the Company in accordance with GAAP as of the date of dissolution. (b) The assets, properties and business of the Company shall be liquidated by the Board of Managers in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Board of Managers not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (c); provided, however, that the fair market value of such properties and assets (as determined by the Board of Managers in good faith, which determination shall be binding and conclusive) shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof. (c) The proceeds of the sale of all or substantially all of the properties and assets of the Company and all other properties and assets of the Company not sold, as provided in subsection (b) above, and valued at the fair market value thereof as provided in such subsection (b), shall be applied and distributed in one or more installments as follows, and in the following order of priority: (i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for and the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company; and (ii) Second, the remaining proceeds shall be distributed (A) in the case of Miners, to the Members pro rata in accordance with their respective Hash Rate Contributions; and (B) in the applicable provisions case of Section 3.4all other proceeds, to the Members pro rata in accordance with their respective Ownership Percentages; provided, that if a Member has not fully satisfied its Capital Commitment and its Miner Maximum Contribution, all distributions of Bitcoin and the proceeds thereof shall be made to the Members pro rata in accordance with their respective Hash Rate Contributions. (d) A certificate of cancellation, as required by the Act, shall be filed by the Board of Managers.

Liquidation; Winding Up. Upon (a) If the occurrence of an Event of DissolutionCompany is dissolved pursuant to Section 9.1(a), the Board of Managers Company shall wind be liquidated and wound up the affairs of the Company in accordance with this Article IX. The liquidation and winding-up shall be conducted and supervised by the Act and shall supervise Managers or as designated by the liquidation of Managers (the assets and property of “Liquidator”); provided, that in the event that the Company and, except as hereinafter provided, shall have full, complete and absolute discretion in the mode, method, manner and timing is liquidated because of effecting such liquidation. The Board of Managers shall have absolute discretion in determining whether to sell an event under Section 9.1(a)(iv) or otherwise dispose of Company assets or to distribute the same in kind. The Board of Managers shall liquidate and wind up the affairs of the Company as follows: (a) The Board of Managers shall prepare (or cause to be prepared) a balance sheet of the Company in accordance with GAAP as of for any other reason on the date of dissolutionsuch liquidation the aggregate amount of distributions under Section 8.1(a)(2) on or prior to the Series A Preferred Payment Date are not equal to the aggregate Capital Contributions made by the Series A Preferred Member, then only the Series A Preferred Member shall have the right to appoint the Liquidator, who may be an Affiliate or Related Person of the Series A Preferred Member. (b) The Subject to the provisions of Section 9.2(c), the Liquidator shall cause the assets, properties and business of the Company shall to be liquidated by the Board of Managers as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Board of Managers Liquidator determines not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (c)Section 9.4; provided, however, that the fair market value Fair Market Value of such properties and assets (as determined by the Board of Managers in good faith, which determination shall be binding and conclusive) shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof. Nothing contained in this Article IX is intended to cause any distribution of non-cash assets of the Company to be treated as a sale for value. If non-cash assets are to be distributed to the Members and the Liquidator shall determine that it is not practicable to distribute to each Member an undivided aliquot share of such non-cash assets, the Liquidator may allocate and distribute specific assets to one or more Members as tenants-in-common or in such manner as the Liquidator deems to be fair and equitable taking into consideration, among other things, the Company’s basis for tax purposes of each such non-cash asset. (c) The proceeds Notwithstanding the provisions of Section 9.2(b), in the event that the Company is subject to liquidation because of Section 9.1(a)(iv) or for any other reason on the date of the sale of all or substantially all of the properties and assets liquidation of the Company the aggregate amount of distributions under Section 8.1(a)(2) on or prior to the Series A Preferred Payment Date are not equal to the aggregate Capital Contributions made by the Series A Preferred Member, then the Roseville Parcel shall be sold as directed by the Liquidator and all the Common Member shall not have any right with respect to such sale other properties than to require that the sale is brokered by a Person that is a licensed real estate broker with national prominence who is selected by the Liquidator and assets subject to the consent of the Company Common Member, which consent shall not soldbe unreasonably withheld, as provided in subsection (b) abovedelayed or conditioned, and valued at the fair market value thereof as provided that such sale is in such subsection (b), shall be applied and distributed in one or more installments as follows, and in the following order of priority: (i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for and the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company; and (ii) Second, the remaining proceeds to the Members in accordance with the applicable provisions of Section 3.4a commercially reasonable manner. (d) A certificate of cancellation, as required by the Act, shall be filed by the Board of Managers.