Common use of Member's Dissolution Duties Clause in Contracts

Member's Dissolution Duties. If the Company is dissolved and its affairs are to be wound up, the Members who did not improperly cause a Withdrawal Event shall: (i) Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind); (ii) Allocate any profit or loss resulting from such sales to the Members' and Economic Interest Owners' Capital Accounts in accordance with Article IX hereof; (iii) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, distribute such assets as may be necessary to reduce the Preference Loan to zero, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company); (iv) Distribute the remaining assets in the following order: [a] If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the provisions of Article IX and Section 8.04 of this LLC Agreement to reflect such deemed sale.

Member's Dissolution Duties. If the Company is dissolved and its affairs are to be wound up, the Members who did not improperly cause a Withdrawal Event shall: (i) Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind); (ii) Allocate any profit or loss resulting from such sales to the Members' and Economic Interest Owners' Capital Accounts in accordance with Article IX hereof; (iii) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, distribute such assets as may be necessary to reduce the any Preference Loan Loans to zero, and establish such Reserves as may be reasonably necessary to provide for contingent or liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company); (iv) Distribute the remaining assets in the following order: [(a] ) If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Membersappraisal. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the provisions of Article IX and Section 8.04 of this LLC Agreement to reflect such deemed sale. (b) The positive balance (if any) of each Member's and Economic Interest Owner's Capital Account (as determined after taking into account all Capital Account adjustments for the Company's taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Members owning a majority of the outstanding Voting Units, with any assets distributed in kind being valued for this purpose at their fair market value as determined pursuant to Section 14.0-2(b)(iv)(a). Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

Member's Dissolution Duties. If the Company is dissolved and its affairs are to be wound up, the Members who did not improperly cause a Withdrawal Event shall: (i) : [a] Sell or otherwise liquidate all of the Company's assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind); (ii) ; [b] Allocate any profit or loss resulting from such sales to the Members' and Economic Interest Owners' Capital Accounts in accordance with Article IX hereof; (iii) this Agreement; [c] Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, distribute such assets as may be necessary to reduce the Preference Loan to zero, and establish such Reserves as may be reasonably necessary to provide for contingent or other liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest OwnersMembers, the amounts of such Reserves shall be deemed to be an expense of the Company); (iv) ; [d] Satisfy any outstanding distribution obligation to Members and former Members; and [e] Distribute the remaining assets in the following order: manner: [ai] If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the provisions of Article IX sections 5(a) and Section 8.04 6 of this LLC Agreement to reflect such deemed sale. [ii] The positive balance (if any) of each Member's Capital Account (as determined after taking into account all Capital Account adjustments for the Company's taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, with any assets distributed in kind being valued for this purpose at their fair market value as determined pursuant to section 12(b)(ii)[e][i]. Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.

Member's Dissolution Duties. If the Company is dissolved and its affairs are to be wound up, the Members who did not improperly cause a Withdrawal Event shall: (i) Sell or otherwise liquidate all of the Company's ’s assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind); (ii) Allocate any profit or loss resulting from such sales to the Members' ’ and Economic Interest Owners' ’ Capital Accounts in accordance with Article IX hereof; (iii) Discharge all liabilities of the Company, including liabilities to Members and Economic Interest Owners who are creditors, to the extent otherwise permitted by law, other than liabilities to Members and Economic Interest Owners for distributions, distribute such assets as may be necessary to reduce the Preference Loan to zero, and establish such Reserves as may be reasonably necessary to provide for contingent or other liabilities of the Company (for purposes of determining the Capital Accounts of the Members and Economic Interest Owners, the amounts of such Reserves shall be deemed to be an expense of the Company); (iv) Distribute the remaining assets in the following order: [a] If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement agreement” of the Members. Such assets shall be deemed to have been sold as of the date of dissolution for their fair market value, and the Capital Accounts of the Members and Economic Interest Owners shall be adjusted pursuant to the provisions of Article IX and Section 8.04 section 8.3 of this LLC Agreement to reflect such deemed sale. [b] The positive balance (if any) of each Member’s and Economic Interest Owner’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs) shall be distributed to the Members, either in cash or in kind, as determined by the Members, with any assets distributed in kind being valued for this purpose at their fair market value as determined pursuant to section 11.2(b)(iv)[a]. Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in section 1.704-l(b)(2)(ii)(b)(2) of the Treasury Regulations.