Winding Up by Liquidating Member Clause Samples

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this S...