On Dissolution. (a) If the Cooperative is dissolved, then an accounting of the Cooperative's assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made, and the affairs of the Cooperative shall thereafter be promptly wound up and terminated. The Members, by majority Vote, shall appoint one or more persons to serve as the liquidating trustee of the Cooperative. The liquidating trustee will be responsible for winding up and terminating the affairs of the Cooperative and will determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Cooperative are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as the liquidating trustee deems advisable and proper; provided, however, that all decisions of the liquidating trustee will be made in accordance with the fiduciary duty owed by the liquidating trustee to the Cooperative and each of the Members. The liquidating trustee will thereafter liquidate the assets of the Cooperative as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order: (i) to the payment and discharge of all of the Cooperative's debts and liabilities to creditors (including Withdrawn Members); (ii) the balance, if any, proportionately to the repayment of each Member’s Capital Account; and (iii) the balance, if any, in proportion to the Members’ respective Percentage Interests. (b) After all of the assets of the Cooperative have been distributed, the Cooperative shall terminate. The officers shall immediately thereafter file a certificate of dissolution with the Secretary of State for Massachusetts. Immediately after a certificate of dissolution has been so filed, this Agreement shall terminate and the parties shall have no further rights or obligations under the Agreement. (c) The Cooperative shall be dissolved and terminated upon the occurrence of any of the following events: (i) the Vote of Members holding a Super Majority of the Percentage Interests to dissolve the Cooperative in accordance with Section2.8 (g); or (ii) the order of a court that the Cooperative be terminated. (d) In the event any Member withdraws from Membership in the Cooperative for any reason, the Cooperative shall continue to exist, unless the remaining Members by the Vote of such Members holding at least a Super Majority of the Percentage Interests agree to dissolve and terminate the Cooperative pursuant to Section 11.2(c)(i).
Appears in 3 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
On Dissolution. (a) If the Cooperative is dissolved, then an accounting of the Cooperative's assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made, and the affairs of the Cooperative shall thereafter be promptly wound up and terminated. The Members, by majority Vote, shall appoint one or more persons to serve as the liquidating trustee of the Cooperative. The liquidating trustee will be responsible for winding up and terminating the affairs of the Cooperative and will determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Cooperative are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as the liquidating trustee deems advisable and proper; provided, however, that all decisions of the liquidating trustee will be made in accordance with the fiduciary duty owed by the liquidating trustee to the Cooperative and each of the Members. The liquidating trustee will thereafter liquidate the assets of the Cooperative as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order:
(i) to the payment and discharge of all of the Cooperative's debts and liabilities to creditors (including Withdrawn Members);
(ii) the balance, if any, proportionately to the repayment of each Member’s Capital Account; and
(iii) the balance, if any, in proportion to the Members’ respective Percentage Interests.
(b) After all of the assets of the Cooperative have been distributed, the Cooperative shall terminate. The officers shall immediately thereafter file a certificate of dissolution with the Secretary of State for Massachusetts. Immediately after a certificate of dissolution has been so filed, this Agreement shall terminate and the parties shall have no further rights or obligations under the Agreement.
(c) The Cooperative shall be dissolved and terminated upon the occurrence of any of the following events:
(i) the Vote of Members holding a Super Majority of the Percentage Interests to dissolve the Cooperative in accordance with Section2.8 (g)Cooperative; or
(ii) the order of a court that the Cooperative be terminated.
(d) In the event any Member withdraws from Membership in the Cooperative for any reason, the Cooperative shall continue to exist, unless the remaining Members by the Vote of such Members holding at least a Super Majority of the Percentage Interests agree to dissolve and terminate the Cooperative pursuant to Section 11.2(c)(i).
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement