Common use of The Liquidator Clause in Contracts

The Liquidator. (a) Upon the dissolution of the Company, (i) if the Manager is the manager of the Company, the Manager shall act as Liquidator or appoint a Member or other Person to act as Liquidator; or (ii) otherwise, then a Majority in Interest (or their legal representatives, successors or assigns) shall select a Member (or, if no Member is willing to accept such appointment, any Person reasonably competent to act in that capacity) to act as Liquidator. (b) The Liquidator, as trustee for the benefit of all Members, will take any and all action necessary or appropriate to complete the liquidation and distribution as provided in this Article 9, and in performing its duties shall have all of the rights, powers and obligations of the Manager hereunder. (c) The Liquidator shall proceed diligently to wind up the affairs of the Company and distribute its assets in the manner provided in this Agreement and the Act (including in a manner that avoids the imposition of personal liability upon the Manager or any Member pursuant to such requirements); provided that a reasonable period of time shall be allowed for the orderly winding-up of the business and affairs of the Company and the liquidation of its assets pursuant to this Article 9 in order to minimize any losses otherwise attendant upon such winding-up. (d) The costs of liquidation, including reasonable compensation to the Liquidator for his or her services, shall be borne as a Company expense. (e) The Liquidator shall not be personally liable for the return or payment of Capital Contributions, or any portion thereof, to the Members. (f) The Liquidator will prepare a final statement of the accounts of the Company as of the date of termination.