Common use of Winding Up of the Company Clause in Contracts

Winding Up of the Company. Upon dissolution of the Company pursuant to Section 11.2 hereof, such person as is designated by a Majority in Interest of the Members not subject to the Continuation Event (such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including payment of every Member Loan with interest thereon, after which the Liquidator shall distribute the remaining assets of the Company to the Members in accordance with Sections 5.1 and 5.2, as applicable, after giving effect to all contributions, distributions and allocations for all periods, by the end of the Fiscal Year in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolution. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other reasonable means of all assets so distributed in kind.

Winding Up of the Company. Upon dissolution of the Company pursuant to Section 11.2 10.1 hereof, the Chief Manager, or if there is no Chief Manager, such person as is designated by a Majority in Interest of the Members not subject to (the Continuation Event (Chief Manager or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator Liquidator, if other than the Chief Manager, shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members Chief Manager under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including payment of every Member Loan with interest thereon, after which the Liquidator shall distribute the remaining assets of the Company to the Members in accordance with Sections 5.1 and 5.2, as applicable, after giving effect to all contributions, distributions and allocations for all periods, by the end order of the Fiscal Year priority described in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolutionSection 7.3 hereof. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other any reasonable means of all assets so distributed in kind.

Winding Up of the Company. Upon dissolution of the Company pursuant to Section 11.2 hereof, the Manager or if the Manager is a Member and the Continuation Event occurred with respect to such Member, such person as is designated by a Majority in Interest of the Members not subject to the Continuation Event (such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including payment of every Member Loan with interest thereonthereon and payment of any real estate commission due and payable to the Advisor pursuant to Section 8.4 hereof, after which the Liquidator shall distribute the remaining assets of the Company to the Members in accordance with Sections 5.1 and 5.2, as applicabletheir respective Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods, by the end of the Fiscal Year in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolution. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other reasonable means of all assets so distributed in kind.

Winding Up of the Company. Upon dissolution of the Company pursuant to Section 11.2 11.1 hereof, the Chief Executive Officer, or if there is no Chief Executive Officer, such person as is designated by a Majority in Interest of the Members not subject to (the Continuation Event (remaining Governors or such person being herein referred to as the “Liquidator”), shall proceed to wind up the business and affairs of the Company upon such terms, price and conditions as are determined by the Liquidator in accordance with this Agreement and the requirements of the Act. This Agreement shall remain in full force and effect and continue to govern the rights and obligations of the Members and Governors and the conduct of the Company during the period of winding up the Company’s affairs. The Liquidator Liquidator, if other than the Chief Executive Officer, shall have and may exercise, without further authorization or consent of the Members, all of the powers conferred upon the Members Chief Executive Officer under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company. The Liquidator shall liquidate the assets of the Company, collect the debts and obligations due to the Company, and pay or provide for payment of all liabilities and obligations of the Company, including payment of every Member Loan with interest thereon, after which the Liquidator shall distribute the remaining assets of the Company to the Members in accordance with Sections 5.1 and 5.2, as applicable, after giving effect to all contributions, distributions and allocations for all periods, by the end order of the Fiscal Year priority described in which such liquidation occurs or, if later, within sixty (60) days after the date of the dissolutionSection 8.3 hereof. The Liquidator may distribute assets in kind; provided, however, that the Liquidator shall determine the fair market value by appraisal or other reasonable means of all assets so distributed in kind.