Common use of Winding Up, Liquidation and Distribution of Assets of a Series Upon Termination of Such Series Clause in Contracts

Winding Up, Liquidation and Distribution of Assets of a Series Upon Termination of Such Series. (a) Upon termination of a Series, an accounting shall be made of the accounts of the Company regarding such Series and of the assets, liabilities and operations associated with such Series, from the date of the last previous accounting until the date of such termination. The Managers associated with such Series shall immediately wind up the affairs of such Series. (b) If a Series is terminated and its affairs are to be wound up, the Managers associated with such Series shall: (i) Sell or otherwise liquidate the assets of such Series as promptly as practicable (except to the extent such Managers may determine to distribute any assets to the Members in kind); (ii) Allocate any Profits or Losses resulting from such sales to the respective Capital Accounts of the Members associated with such Series under Article IX; (iii) Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company regarding such Series, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions (to determine the Capital Accounts of the Members associated with such Series, the amounts of any Reserves created in connection with the liquidation of such Series shall be deemed to be an expense of the Company regarding such Series); and (iv) Distribute the remaining assets of such Series to the Members associated with such Series under their Capital Account balances after giving effect to all contributions, distributions, and allocations for all periods. (c) Notwithstanding anything to the contrary in this Agreement, if upon the termination and liquidation of any Series, any Member associated with such Series has a deficit balance in his, her or its Capital Account associated with such Series (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such termination and liquidation occurs), such Member shall have no obligation to make any Capital Contribution, or otherwise restore the deficit balance in such Members’’ Capital Account associated with such Series, and such deficit Capital Account balance shall not be considered a debt owed by such Member to the Company regarding such Series or otherwise, to any other Member or to any other Person for any purpose. (d) The Members associated with a Series shall comply with all requirements of lawpertaining to the winding up of the affairs of the Company regarding such Series and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets of a Series Upon Termination of Such Series. (a) Upon termination of a Series, an accounting shall be made of the accounts of the Company regarding with respect to such Series and of the assets, liabilities and operations associated with such Series, from the date of the last previous accounting until the date of such termination. The Series Managers associated with such Series shall immediately proceed to wind up the affairs of such Series. (b) If a Series is terminated and its affairs are to be wound up, the Managers associated with such Series shall: (i) Sell or otherwise liquidate all of the assets of such Series as promptly as practicable (except to the extent such Series Managers may determine to distribute any assets to the Series Members in kind); (ii) Allocate any Profits Net Income or Net Losses resulting from such sales to the respective Capital Accounts of the Members associated with such Series under Article IXin accordance with Section 12 hereof; (iii) Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company regarding with respect to such Series, including liabilities to Members or Managers who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions (to determine for purposes of determining the Capital Accounts of the Members associated with such Series, the amounts of any Reserves created in connection with the liquidation of such Series shall be deemed to be an expense of the Company regarding with respect to such Series); and (iv) Distribute the remaining assets of such Series to the Members associated with such Series under in accordance with their positive Capital Account balances after giving effect to all contributions, distributions, and allocations for all periods. (c) Notwithstanding anything to the contrary in this Agreement, if upon the termination and liquidation of any Series, any Member associated with such Series has a deficit balance in his, her or its Capital Account associated with such Series (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such termination and liquidation occurs), such Member shall have no obligation to make any Capital Contribution, or otherwise restore the deficit balance in such Members’’ ’ Capital Account associated with such Series, and such deficit Capital Account balance shall not be considered a debt owed by such Member to the Company regarding with respect to such Series or otherwise, to any other Member or to any other Person for any purposepurpose whatsoever. (d) The Members Managers associated with a Series shall comply with all requirements of lawpertaining applicable law pertaining to the winding up of the affairs of the Company regarding with respect to such Series and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets of a Series Upon Termination of Such Series. ‌ (a) Upon termination of a Series, an accounting shall be made of the accounts of the Company regarding with respect to such Series and of the assets, liabilities liabilities, and operations associated with respect to such Series, from the date of the last previous accounting until the date of such termination. The Managers Fund Manager and the manager associated with such Series shall immediately proceed to wind up the affairs of such Series. (b) If a Series is terminated and its affairs are to be wound up, the Managers Fund Manager and manager associated with such Series shall: (i) Sell or otherwise liquidate all of the assets of such Series as promptly as practicable (except to the extent such Managers Fund Manager may determine to distribute any assets to the Members in kind); (ii) Allocate any Profits or Losses resulting from such sales to the respective Capital Accounts of the Members associated with such Series under in accordance with Article IXIX hereof; (iii) Satisfy (whether by payment or reasonable provision for payment thereof) all liabilities of the Company regarding with respect to such Series, including liabilities to Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members for distributions (to determine for purposes of determining the Capital Accounts of the Members associated with such Series, the amounts of any Reserves created in connection with the liquidation of such Series shall be deemed to be an expense of the Company regarding with respect to such Series); and (iv) Distribute the remaining assets of such Series to the Members associated with such Series under in accordance with their Capital Account balances after giving effect to all contributions, distributions, and allocations for all periods. (c) Notwithstanding anything to the contrary in this Master Operating Agreement, if upon the termination and liquidation of any Series, any Member associated with such Series has a deficit balance in his, her or its Capital Account associated with such Series (after giving effect to all contributions, distributions, allocations allocations, and other Capital Account adjustments for all taxable years, including the year during which such termination and liquidation occurs), such Member shall have no obligation to make any Capital Contribution, or otherwise restore the deficit balance in such Members’’ ’ Capital Account associated with such Series, and such deficit Capital Account balance shall not be considered a debt owed by such Member to the Company regarding with respect to such Series or otherwise, to any other Member or to any other Person for any purposepurpose whatsoever. (d) The Members associated with a Series shall comply with all requirements of lawpertaining applicable law pertaining to the winding up of the affairs of the Company regarding with respect to such Series and the final distribution of its assets.