Common use of Winding Up, Liquidation and Distribution of Assets Clause in Contracts

Winding Up, Liquidation and Distribution of Assets. a. Upon dissolution of the Company, no further business shall be conducted by the Company except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets pursuant to the provisions of this Section. The Member shall act as the Liquidating Trustee. The Liquidating Trustee shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. b. Upon dissolution of the Company, the Liquidating Trustee shall either sell the assets of the Company at the best price available, or the Liquidating Trustee may distribute to the Member all or any portion of the Company’s assets in kind. c. All assets of the Company shall be applied and distributed by the Liquidating Trustee in the following order: (i) First, to the creditors of the Company; (ii) Second, to setting up the reserves that the Liquidating Trustee may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Third, to the Member.