Common use of Winding Up and Termination of a Series Clause in Contracts

Winding Up and Termination of a Series. (a) Except to the extent set forth in Section 6.02, upon the occurrence of a Series Dissolution Event, the property and business of the applicable Series shall be wound up by the Board or, in the event of the unavailability of the Board, by a Person designated as a liquidating trustee by the Board (the Board or such liquidating trustee, the “Liquidating Trustee”). Subject to the requirements of applicable law and the further provisions of this Section 6.03, the Liquidating Trustee shall have discretion in determining whether to sell or otherwise dispose of all Series Property for the applicable Series or to distribute the same in kind and the timing and manner of such disposition or distribution. While the applicable Series continues to hold Series Property, the Liquidating Trustee may in its discretion expend funds, acquire additional assets and borrow funds. The Liquidating Trustee may also authorize the payment of fees and expenses reasonably required in connection with the winding up of the applicable Series and any fees and expenses payable pursuant to any agreement to which the applicable Series is party. (b) Within a reasonable period of time following the occurrence of a Series Dissolution Event, after allocating all items of income, gain, loss or deduction for such Series pursuant to Section 3.04, all of the Series Property of the applicable Series (except for assets reserved pursuant to Section 6.04) shall be applied and distributed in the following manner and order of priority: First, to the claims of all creditors of the applicable Series (including Members except to the extent not permitted by law) shall be paid and discharged other than liabilities for which reasonable provision for payment has been made; and, second, to the Members of such Series in the same manner as Distributions under Section 3.03. Notwithstanding anything to the contrary in this Agreement, liquidating distributions shall be made no later than the last to occur of (x) 90 days after the date of disposition (including pursuant to Section 6.04 of the last remaining asset of the applicable Series and (y) the end of the applicable Series’ taxable year in which the disposition referred to in clause (x) shall occur. (c) The Liquidating Trustee shall allocate securities for distribution in kind to the Members of the applicable Series. Notwithstanding any other provision of this Agreement, the amount by which the Fair Value of any property to be distributed in kind to the Members of the applicable Series (including property distributed in liquidation and property distributed pursuant to Section 3.03) exceeds or is less than the adjusted basis of such property shall, to the extent not otherwise recognized by the applicable Series, be taken into account in computing income, gains and losses of the applicable Series for purposes of crediting or charging the Capital Account of, and distributing proceeds to, the Members, in each case of such Series, pursuant to this Agreement. (d) When the Liquidating Trustee has completed the winding up described in this Section 6.03, the Series Designation for the applicable Series shall be deemed withdrawn and terminated and such Series shall no longer constitute a series of the Company.

Winding Up and Termination of a Series. (a) Except to the extent set forth in Section 6.02, upon the occurrence of a Series Dissolution Event, the property and business of the applicable Series shall be wound up by the Board or, in the event of the unavailability of the Board, by a Person designated as a liquidating trustee by the Board (the Board or such liquidating trustee, the “Liquidating Trustee”). Subject to the requirements of applicable law and the further provisions of this Section 6.03, the Liquidating Trustee shall have discretion in determining whether to sell or otherwise dispose of all Series Property for the applicable Series or to distribute the same in kind and the timing and manner of such disposition or distribution. While the applicable Series continues to hold Series Property, the Liquidating Trustee may in its discretion expend funds, acquire additional assets and borrow funds. The Liquidating Trustee may also authorize the payment of fees and expenses reasonably required in connection with the winding up of the applicable Series and any fees and expenses payable pursuant to any agreement to which the applicable Series is party. (b) Within a reasonable period of time following the occurrence of a Series Dissolution Event, after allocating all items of income, gain, loss or deduction for such Series pursuant to Section 3.04, all of the Series Property of the applicable Series (except for assets reserved pursuant to Section 6.04) shall be applied and distributed in the following manner and order of priority: First, to the claims of all creditors of the applicable Series (including Members except to the extent not permitted by law) shall be paid and discharged other than liabilities for which reasonable provision for payment has been made; and, second, to the Members of such Series in the same manner as Distributions under Section 3.03. Notwithstanding anything to the contrary in this Agreement, liquidating distributions shall be made no later than the last to occur of (x) 90 days after the date of disposition (including pursuant to Section 6.04 of the last remaining asset of the applicable Series and (y) the end of the applicable Series’ taxable year in which the disposition referred to in clause (x) shall occur. (c) The Liquidating Trustee shall allocate securities for distribution in kind to the Members of the applicable Series. Notwithstanding any other provision of this Agreement, the amount by which the Fair Value of any property to be distributed in kind to the Members of the applicable Series (including property distributed in liquidation and property distributed pursuant to Section 3.03) exceeds or is less than the adjusted basis of such property shall, to the extent not otherwise recognized by the applicable Series, be taken into account in computing income, gains and losses of the applicable Series for purposes of crediting or charging the Capital Account of, and distributing proceeds to, the Members, in each case of such Series, pursuant to this Agreement. (d) When the Liquidating Trustee has completed the winding up described in this Section 6.03, the Series Designation Agreement for the applicable Series shall be deemed withdrawn and terminated and such Series shall no longer constitute a series Series of the Company.