No Recourse to Manager. Upon dissolution and winding up under the Act, each Member shall look solely to the assets of the Company for the return of his Capital Account, and if a Member’s Participation Percentage of the Company assets remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return the amounts of the Capital Account of Members, Members shall have no recourse against the Manager or any other Member. The winding-up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Manager. The Manager is hereby authorized to do any and all acts and things authorized by law for these purposes. If the Manager is removed or resigns and no replacement Manager is appointed by the Super Majority, the winding-up of the affairs of the Company and the distribution of its assets shall be conducted by the person or entity selected by a vote of a Super Majority, which person or entity is hereby authorized to do any and all acts and things authorized by law for such purposes.
Appears in 4 contracts
Samples: Operating Agreement (Bayou City Exploration, Inc.), Operating Agreement (Bayou City Exploration, Inc.), Operating Agreement (Bayou City Exploration, Inc.)
