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, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Board of Directors shall immediately proceed to wind up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound up, the Board of Directors shall (i) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Board of Directors may determine to distribute any assets to the Members in kind), (ii) discharge all liabilities of the Company (other than liabilities to Members), including all costs relating to the dissolution, winding up, liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company, (iv) discharge any liabilities of the Company to the Members other than on account of their interests in Company capital or profits, and (v) distribute the remaining assets to the Members in accordance with Section 5.1(b) hereof, either in cash or in kind, as determined by the Board of Directors, with any assets distributed in kind being distributed pro rata among the Members (based on the number of Units held by them) and valued for this purpose at their Fair Market Value. (c) If any assets of the Company are to be distributed in kind, the Fair Market Value of such assets as of the date of dissolution shall be determined by independent appraisal or by an independent appraiser selected by majority vote of the Board of Directors. Such assets shall be deemed to have been sold as of the date of dissolution for their Fair Market Value.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Board of Directors Managing Member shall immediately proceed to wind up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound up, the Board of Directors Managing Member shall (i) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Board of Directors Managing Member may determine to distribute any assets to the Members in kind), (ii) discharge all liabilities of the Company (other than liabilities to Members), including all costs relating to the dissolution, winding up, liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company, (iv) discharge any liabilities of the Company to the Members other than on account Managing Member, (v) discharge any liabilities of their interests in the Company capital or profitsto the Members, and (vvi) distribute the remaining assets to the Members Members, pro rata in accordance with their Percentage of Interests but subject, in the case of PFSI, to Section 5.1(b) hereof, either in cash or in kind, as determined by the Board of Directors, with any assets distributed in kind being distributed pro rata among the Members (based on the number of Units held by them) and valued for this purpose at their Fair Market Value12.01. (c) If any assets of the Company are to be distributed in kind, for purposes of Section 11.02(b), above, the Fair Market Value net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by an independent appraiser selected by majority vote of the Board of Directors. Such assets shall be deemed to have been sold as of the date of dissolution for their Fair Market ValueManaging Member.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s 's independent accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Board of Directors Managers shall immediately proceed to wind up the affairs of the Company. (b) If the Company is dissolved and its affairs are to be wound up, the Board of Directors shall Managers shall: (i) sell Sell or otherwise liquidate all of the Company’s 's assets as promptly as practicable (except to the extent the Board of Directors Managers may determine to distribute any assets to the Members in kind), , (ii) discharge Allocate any profit or loss resulting from such sales to the Members in accordance with Article X hereof, (iii) Discharge all liabilities of the Company (Company, including liabilities to Members who are creditors, to the extent permitted by law, other than liabilities to Members)Members for distributions, including all costs relating to the dissolution, winding up, liquidation and distribution of assets, (iii) establish such reserves Reserves as may be reasonably necessary to provide for contingent liabilities of the Company, , (iv) discharge any liabilities of the Company to the Members other than on account of their interests in Company capital or profits, and (v) distribute the The remaining assets shall be distributed to the Members in accordance with Section 5.1(b) hereoftheir positive Capital Account balances, either in cash or in kind, kind as determined by the Board of DirectorsManagers, with any assets distributed in kind being distributed pro rata among the Members (based on the number of Units held by them) and valued for this purpose at their Fair Market Value. (c) If any assets of fair market value. Any distributions to the Company are to be distributed Members in kind, the Fair Market Value of such assets as of the date of dissolution shall be determined by independent appraisal or by an independent appraiser selected by majority vote of the Board of Directors. Such assets shall be deemed to have been sold as of the date of dissolution for their Fair Market Value.respect of

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Companydissolution, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s 's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Board of Directors dissolution and the Chairman shall immediately proceed to wind up the affairs of the Company. (b) . If the Company is dissolved and its affairs are to be wound up, the Board of Directors shall Chairman shall: (ia) Collect and sell or otherwise liquidate all of the Company’s 's assets as promptly as practicable (except to the extent the Board of Directors Management Committee may determine to distribute any assets to the Members in kind); (b) Discharge all debts, (ii) discharge all liabilities and obligations of the Company (Company, including those to Members who are creditors, to the extent otherwise permitted by law, other than debts, liabilities and obligations to Members)Members for distributions, including all costs relating to the dissolution, winding up, liquidation and distribution of assets, (iii) establish such reserves as the Management Committee may be deem reasonably necessary to provide for contingent contingencies or liabilities of the Company, ; (ivc) discharge any liabilities of the Company to the Members other than on account of their interests in Company capital or profits, and (v) distribute Distribute the remaining assets to the Members in accordance with Section 5.1(b) hereof, and other Unit holders either in cash or in kind, as determined by the Board of Directors, with any assets distributed in kind being distributed pro rata among the Members (based on the number of Units held by them) and valued for this purpose at their Fair Market Value. (c) If any assets fair market value, in accordance and pro rata with their respective positive Capital Account balances at the time of the liquidating distribution, taking into the allocation of income, gain, loss or deduction attributable to the liquidation of the Company are to be distributed in kindand its assets; (d) Upon completion of the winding up, liquidation and distribution of the assets, the Fair Market Value of such assets as of the date of dissolution shall be determined by independent appraisal or by an independent appraiser selected by majority vote of the Board of Directors. Such assets Company shall be deemed to have been sold as terminated; and (e) The remaining Members shall comply with any applicable requirements of the date Delaware Act pertaining to the winding up of dissolution for their Fair Market Valuethe affairs of the Company and the final distribution of its assets.

Winding Up, Liquidation and Distribution of Assets. (a) Upon dissolution of the Company, an accounting shall be made by the Company’s independent accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous immediately preceding accounting until the date of dissolution. The Board of Directors Managing Member shall immediately proceed to wind up the affairs of the Company. (b) . If the Company is dissolved and its affairs are to be wound up, the Board of Directors shall Manager shall: (i) sell or otherwise liquidate all of the Company’s assets as promptly as practicable practicable; (except ii) allocate any profit or loss resulting from such sales to the extent the Board of Directors may determine to distribute any assets to the Members in kind), Member’s Capital Accounts; (iiiii) discharge all liabilities of the Company (Company, including liabilities to the Managers or Members who are creditors, to the extent otherwise permitted by law, other than liabilities to Members)Members for distributions, including all costs relating to the dissolution, winding up, liquidation and distribution of assets, (iii) establish such reserves as may be reasonably necessary to provide for contingent liabilities of the Company (for purposes of determining the Capital Accounts of Members, the amounts of such reserves shall be deemed to be an expense of the Company, ); and (iv) discharge any liabilities of the Company to the Members other than on account of their interests in Company capital or profits, and (v) distribute the remaining assets as follows: (a) to the Members in accordance with Section 5.1(b) 5.2 hereof, either in cash or in kind, as determined by the Board of Directors, with any assets distributed in kind being distributed pro rata among the Members (based on the number of Units held by them) and valued for this purpose at their Fair Market Value.; and (cb) If if any assets of the Company are to be distributed in kind, the Fair Market Value of such assets as of the date of dissolution shall be distributed as determined by independent appraisal or by an independent appraiser selected by majority vote of the Board of DirectorsManager. Such assets shall be deemed to have been sold as of the date of dissolution for their Fair Market Valuefair market value, and the Capital Accounts of the Members shall be adjusted pursuant to the provisions of this Agreement to reflect such deemed sale.