Upon dissolution. Upon its dissolution, the Company will terminate and immediately commence to wind up its affairs. The Members shall continue to share in profits and losses during liquidation in the same manner and proportions as they did before dissolution. The Company’s assets may be sold, if a price deemed reasonable by the Manager may be obtained. The proceeds from liquidation of Company assets shall be applied as follows: A. First, to the Company’s debts and liabilities to persons other than Members, which shall be paid and discharged in the order of priority as provided by law; B. Second, to debts and liabilities, including the balance of unpaid guaranteed payments, if any, to Members, which shall be paid and discharged in the order of priority as provided by law; and C. Third, the remaining assets shall be distributed to the Members in accordance with, and to the extent of, their positive Capital Account balances.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Winder HMA, LLC), Limited Liability Company Agreement (Winder HMA, LLC), Limited Liability Company Agreement (Winder HMA, LLC)