Common use of MULTI-MEMBER Clause in Contracts

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Company shall terminate upon the occurrence of any of the following: (i) the election by the Member(s) to dissolve the Company made by the unanimous vote or consent of the Member(s); (ii) the occurrence of a Withdrawal Event with respect to a Member and the failure of the remaining Member(s) to elect to continue the business of the Company as provided for in this Agreement above; or (iii) any other event which pursuant to this Agreement, as the same may hereafter be amended, shall cause a termination of the Company. The liquidation of the Company shall be conducted and supervised by a person designated for such purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Member(s) a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority: (1) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Member(s); (2) to the payment of debts and liabilities to Member(s); (3) to the setting up of any reserves which the Liquidating Agent may deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of two years for the purpose of payment of any liabilities and obligations, at the expiration of which period the balance of such reserves shall be distributed as provided; (4) to the Member(s) in proportion to their respective capital accounts until each Member has received cash distributions equal to any positive balance in their capital account, in accordance with the rules and requirements of Treas. Reg. Section 1.704-1(b)(2)(ii)(b); and (5) to the Member(s) in proportion to the Members’ Percentage Interests. The liquidation shall be complete within the period required by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). Upon compliance with the distribution plan, the Member(s) shall no longer be Member(s), and the Company shall execute, acknowledge and cause to be filed any documents or instruments as may be necessary or appropriate to evidence the dissolution and termination of the Company pursuant to the Statutes.

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Company shall will terminate upon the occurrence of and dissolve when any of the following: (i) the election by the Member(s) to dissolve the Company made by the following happen: i. The Members make a unanimous affirmative vote or consent of to terminate the Member(s); (Company ii) the occurrence of a Withdrawal Event with respect to . If a Member withdrawal event occurs and the failure of Members remaining with the remaining Member(s) to Company do not explicitly elect to continue the business of the Company as provided for outlined in this Agreement above; or (Agreement iii) any other event which . Any event, pursuant to this Agreementagreement, as the same which may hereafter be amended, shall cause a result in the termination of the Company. The liquidation process of liquidating the Company shall will be conducted carried out and supervised overseen by an individual or entity that has been appointed for the purpose through a person designated for such purposes confirmatory vote by the affirmative vote or consent of Member(s) holding Members with a majority of Members percentage interests (referred to as the Members’ Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered herein granted authority to execute any and all documents documentation needed and to take carry out any and all actions necessary or desirable tasks to effectuate bring about the dissolution and liquidation of the Company in accordance line with this Agreement. Promptly after After the termination of the Company, the Liquidating Agent shall cause to be agent will prepare or have prepared and furnished present to the Member(s) Members of the Company a statement setting forth report with the total assets and liabilities of the Company as of on the date of termination. The Liquidating Agent, to the extent practicable, shall will dissolve and liquidate the assets of belonging to the Company company as promptly quickly as possible, possible but ensure that it is done in an orderly and businesslike conscientious manner so as not to involve avoid undue sacrificesacrifice and loss. The proceeds monies generated from the sale of sale and all other the assets of the Company shall be applied and distributed used in the following manner in order of priority: (: 1) to the payment of . To pay for the expenses incurred through the process of liquidation and the to settle any debts and liabilities of for the Company, other than not including any debt and liabilities the Company has to the Members. 2. To pay for any debts and liabilities the Company holds to Member(s); (2) to the payment of debts and liabilities to Member(s); (Members 3) to the setting up of any . To make provisions for reserves which the Liquidating Agent may deem necessary consider important or desirable for any contingent or required because of unforeseen liabilities debts, liabilities, or obligations of the Company. The reserves will be provided to a licensed attorney that will hold it in escrow for up to two years to pay any liabilities and or obligations. After two years have elapsed, which the reserves shall be paid over to out a. To Members in a licensed attorney to hold in escrow for a period of two years for the purpose of payment of any liabilities and obligations, at the expiration of which period the balance of such reserves shall be distributed as provided; (4) to the Member(s) in proportion way that’s proportional to their respective capital accounts until each Member member has received cash distributions an amount equal to any the positive balance in of their capital account, account in accordance line with the rules and requirements of Treas. Reg. Section 1.704-1(b)(2)(ii)(b); and (5) to the Member(s) set out in proportion to the Members’ Percentage Interests. The liquidation shall be complete within the period required by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). Upon compliance After which it shall be distributed to: b. Members in line with their Member’s percentage interests The dissolution and liquidation of the distribution planCompany will be complete within the timeframe stipulated by Xxxxx. Reg. Section 1.704-1(b)(2)(ii)(b). After completion of the dissolution and distribution, the Member(s) shall Members will no longer be Member(s), considered Members of the Company. The Company will execute and the Company shall execute, acknowledge and cause to be filed file away any documents or instruments documentation that is necessary as may be necessary or appropriate to evidence of the dissolution and termination of the Company pursuant to in line with the Statutes.

MULTI-MEMBER. (Applies ONLY if Multi-Member): The Company shall terminate upon the occurrence of any of the following: (i) the election by the Member(s) to dissolve the Company made by the unanimous vote or consent of the Member(s); (ii) the occurrence of a Withdrawal Event with respect to a Member and the failure of the remaining Member(s) to elect to continue the business of the Company as provided for in this Agreement above; or (iii) any other event which pursuant to this Agreement, as the same may hereafter be amended, shall cause a termination of the Company. The liquidation of the Company shall be conducted and supervised by a person designated for such purposes by the affirmative vote or consent of Member(s) holding a majority of the Members’ Percentage Interests (the “Liquidating Agent”). The Liquidating Agent hereby is authorized and empowered to execute any and all documents and to take any and all actions necessary or desirable to effectuate the dissolution and liquidation of the Company in accordance with this Agreement. Promptly after the termination of the Company, the Liquidating Agent shall cause to be prepared and furnished to the Member(s) a statement setting forth the assets and liabilities of the Company as of the date of termination. The Liquidating Agent, to the extent practicable, shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as not to involve undue sacrifice. The proceeds of sale and all other assets of the Company shall be applied and distributed in the following order of priority: (1) to the payment of the expenses of liquidation and the debts and liabilities of the Company, other than debts and liabilities to Member(s); (2) to the payment of debts and liabilities to Member(s); (3) to the setting up of any reserves which the Liquidating Agent may deem necessary or desirable for any contingent or unforeseen liabilities or obligations of the Company, which reserves shall be paid over to a licensed attorney to hold in escrow for a period of two years for the purpose of payment of any liabilities and obligations, at the expiration of which period the balance of such reserves shall be distributed as provided; (4) to the Member(s) in proportion to their respective capital accounts until each Member has received cash distributions equal to any positive balance in their capital account, in accordance with the rules and requirements of Treas. Reg. Section 1.704-1(b)(2)(ii)(b); and (5) to the Member(s) in proportion to the Members’ Percentage Interests. The liquidation shall be complete within the period required by Treas. Reg. Section 1.704-1(b)(2)(ii)(b). Upon compliance with the distribution plan, the Member(s) shall no longer be Member(s), and the Company shall execute, acknowledge and cause to be filed any documents or instruments as may be necessary or appropriate to evidence the dissolution and termination of the Company pursuant to the Statutes.;