Common use of Winding Up Clause in Contracts

Winding Up. Upon dissolution, the members will marshal the Company assets, pay the Company creditors, distribute the Company assets, and otherwise wind up the business and affairs of the Company upon dissolution. The members will have the authority to continue to conduct the business and affairs of the Company after dissolution to the extent reasonably necessary to effect an orderly and profitable winding up of the Company’s business and affairs. A member appointed by a vote of members collectively holding a majority interest in the Company (the “Winding Up Member”), will be responsible for overseeing the winding up and liquidation of the Company. The Winding Up Member will take full account of the Company’s liabilities and the business property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value of the property, and will cause the proceeds and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”), to the extent they are sufficient, to be applied and distributed in the following order: (1) First, to the payment of all unpaid secured indebtedness of the Company to the extent of the lesser of the value of the secured property or the amount of the secured indebtedness; (2) Second, to the payment of the Company’s then outstanding indebtedness with respect to which any member is subject to personal liability as a guarantor or under a master lease or similar agreement, but if the amount available will be insufficient, then on a pro rata basis; (3) Third, to the payment of the Company’s remaining indebtedness (excluding liabilities for distributions to members), but if the amount available will be insufficient, then on a pro rata basis; (4) Fourth, return of any positive capital account balance to each member; (5) Fifth, the balance, if any, will be distributed to the members pro rata in accordance with their ownership percentages.

Winding Up. Upon dissolutiona termination election to dissolve the Company pursuant to Section 15.01(a), (b) or (c), or following a sale of assets pursuant to the procedures set forth in Section 15.04, the members will marshal Board shall cause the Company assets, pay the Company creditors, distribute the Company assets, and otherwise wind up the business and affairs liquidation of the Company upon dissolution. The members will have pursuant to the authority to continue to conduct following terms: (a) To the business and affairs extent the Board determines that any of the assets of the Company after dissolution to the extent reasonably necessary to effect shall be sold, such assets shall be sold as promptly as possible, but in an orderly and profitable winding up of the Company’s business and affairs. A member appointed by a vote of members collectively holding a majority interest in businesslike manner so as not to involve undue sacrifice. (b) The Board shall cause the Company (the “Winding Up Member”), will be responsible for overseeing the winding up to distribute cash and liquidation of the Company. The Winding Up Member will take full account of the Company’s liabilities and the business property, cause the Business Property to be liquidated as promptly as is consistent with obtaining the fair value of the property, and will cause the proceeds and any other assets and funds all remaining property of the Company (collectively, the “Dissolution Proceeds”), to the extent they are sufficient, to be applied and distributed Members in accordance with the following orderorder of priority: (1) First, to the payment Board shall pay, satisfy or discharge from Company funds any and all of all unpaid secured indebtedness the debts, liabilities and obligations of the Company (including any outstanding Discovery Payments or Hasbro Payments and, to the extent required to be paid as of such time, if any, Unrecouped Guarantees) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the Board may reasonably determine), all in accordance with Section 18-803 of the lesser Act and such other provisions of the value of the secured property or the amount of the secured indebtedness;Act as may be applicable. (2) SecondLastly, the Board shall distribute any remaining cash and other property (valued at its Fair Market Value) (1) to the payment Members in accordance with the positive balances of their respective Capital Accounts and (2) thereafter to the Members in accordance with their Percentage Interests. (c) The distribution of cash and property to a Member in accordance with the provisions of Section 15.06(b) shall constitute a complete return to such Member of its Capital Contributions and a complete distribution to such Member of its Membership Interest and all of the Company’s then outstanding indebtedness with respect property. To the extent that a Member returns funds to which the Company, such Member shall have no claim against any member is subject to personal liability as a guarantor or under a master lease or similar agreement, but if the amount available will be insufficient, then on a pro rata basis;other Member for those funds. (3d) ThirdIn connection with a liquidation pursuant to this Section 15.06, the Members shall cooperate with each other and the liquidator in good faith to minimize adverse tax consequences to the payment of the Company’s remaining indebtedness (excluding liabilities for distributions to members), but if the amount available will be insufficient, then on a pro rata basis; (4) Fourth, return of any positive capital account balance to each member; (5) Fifth, the balance, if any, will be distributed to the members pro rata in accordance with their ownership percentagesMembers.

Winding Up. Upon dissolutionIf the Company is dissolved pursuant to Section 11.1, the members will marshal Company’s affairs shall be wound up as soon as reasonably practicable in the Company assets, pay the Company creditors, distribute the Company assets, and otherwise wind up the business and affairs of the Company upon dissolution. manner set forth below. (a) The members will have the authority to continue to conduct the business and affairs of the Company after dissolution to the extent reasonably necessary to effect an orderly and profitable winding up of the Company’s business and affairs. A member appointed affairs shall be supervised by a vote of members collectively holding a majority interest in the Company liquidator (the “Winding Up MemberLiquidator”). The Liquidator shall be the Board of Directors or, if the Members prefer, a liquidator or liquidating committee selected by unanimous approval of the Voting Members. (b) Any non-cash assets will first be written up or down to their fair market value, thus creating profit or loss (if any), which shall be allocated in accordance with ARTICLE V of this Agreement. After taking into account such allocations, it is anticipated that each Member’s Capital Account will be responsible for overseeing equal to the winding amount to be distributed to such Member in connection with the wind-up and liquidation of the Company. The Winding Up Member will take full account of If any Member’s Capital Account is not equal to the Company’s liabilities and the business property, cause the Business Property amount to be liquidated as promptly as is consistent with obtaining distributed to such Member, items for the fair value of the property, and will cause the proceeds and any other assets and funds of applicable tax period in which the Company (collectively, is wound up shall be allocated among the “Dissolution Proceeds”)Members in such a manner as to cause, to the extent they are sufficientpossible, each Member’s Capital Account to be applied equal to the amount to be distributed to such Member. (c) In winding up the affairs of the Company, the Liquidator shall have full right and distributed unlimited discretion, in the following ordername of and for and on behalf of the Company to: (1i) FirstProsecute and defend civil, criminal or administrative suits; (ii) Collect Company assets, including obligations owed to the Company; (iii) Settle and close the Company’s business; (iv) Dispose of and convey all Company Property for cash, to the payment of all unpaid secured indebtedness extent necessary to make provision for any liabilities of the Company, and in connection therewith to determine the time, manner and terms of any sale or sales of Company to Property, having due regard for the extent activity and condition of the lesser of the value of the secured property or the amount of the secured indebtednessrelevant market and general financial and economic conditions; (2v) SecondPay all reasonable selling costs and other expenses incurred in connection with the winding up out of the proceeds of the disposition of Company Property; (vi) Discharge the Company’s known liabilities and, if necessary, to set up, for a period not to exceed five (5) years after the payment date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company’s then outstanding indebtedness with respect to which any member is subject to personal liability as a guarantor or under a master lease or similar agreement, but if the amount available will be insufficient, then on a pro rata basis; (3) Third, to the payment of the Company’s remaining indebtedness (excluding liabilities for distributions to members), but if the amount available will be insufficient, then on a pro rata basis; (4) Fourth, return of any positive capital account balance to each member; (5) Fifth, the balance, if any, will be distributed to the members pro rata in accordance with their ownership percentages.

Winding Up. Upon dissolutionthe occurrence of a Liquidating Event, the members will marshal ---------- Company shall continue solely for the Company assetspurposes of winding up its affairs in an orderly manner, pay the Company creditors, distribute the Company liquidating its assets, and otherwise wind up satisfying the business claims of its creditors and affairs of the Company upon dissolutionMembers. The members will have the authority to continue to conduct the business and affairs of the Company after dissolution to the extent reasonably No Member shall take any action that is inconsistent with, or not necessary to effect an orderly and profitable or appropriate for, the winding up of the Company’s 's business and affairs. A member appointed by a vote of members collectively holding a majority interest The President (or, in the Company (event that at the “Winding Up Member”)time of such Liquidating Event, will there is no President, any Member elected by the Members) shall be responsible for overseeing the winding up and liquidation dissolution of the Company. The Winding Up Member will Company and shall take full account of the Company’s 's liabilities and Company Property and the business property, cause the Business Company Property to shall be liquidated as promptly as is consistent with obtaining the fair value of the propertythereof, and will cause the proceeds and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”)therefrom, to the extent they are sufficientsufficient therefor, to shall be applied and distributed in the following order: (1) i. First, to the payment and discharge of all unpaid secured indebtedness of the Company Company's debts and liabilities to the extent of the lesser of the value of the secured property or the amount of the secured indebtednesscreditors other than Members; (2) ii. Second, to the payment and discharge of all of the Company’s then outstanding indebtedness with respect 's debts and liabilities to which any member is subject to personal liability as a guarantor or under a master lease or similar agreement, but if the amount available will be insufficient, then on a pro rata basisMembers; (3) iii. Third, the Company shall fund reserves for contingent liabilities to the payment extent deemed reasonable by the Board of Directors or other Person responsible for the Company’s remaining indebtedness winding up; iv. Fourth, to each Member with a positive balance in its Capital Account (excluding liabilities for distributions determined after taking into account all applicable allocations, including but not limited to membersthose in Section 4.8), but if the amount available will be insufficient, then on a pro rata basis;in proportion to such balances until such balances are reduced to zero; and (4) Fourth, return of any positive capital account balance to each member; (5) v. Fifth, the balance, if any, will be distributed to the members pro rata Members in accordance with proportion to their ownership percentagesMembership Interests. Except upon the specific approval of the Board of Directors, no Member shall receive any additional compensation for any services performed pursuant to this Section 10.

Winding Up. Upon dissolutionthe occurrence of a Dissolution Event, the members will marshal Company shall continue solely for the Company assetspurposes of winding up its affairs in an orderly manner, pay satisfying the Company creditors, distribute the Company assets, claims of its creditors and otherwise wind up the business Members and affairs of the Company upon dissolution. The members will have the authority to continue to conduct the business and affairs of the Company after dissolution liquidating or distributing its assets to the extent reasonably necessary therefor. Neither the Manager nor any Member shall take any action that is inconsistent with, or not necessary to effect an or appropriate for, the orderly and profitable winding up of the Company’s business and affairs. A member appointed by The Manager (or, if there is none then serving, a vote Majority of members collectively holding a majority interest in the Company (the “Winding Up Member”)Members, will be responsible for overseeing acting as Manager) shall oversee the winding up and liquidation dissolution of the Company. The Winding Up Member will take full account of the Company’s liabilities and the business property, cause the Business Company Property to be distributed in kind or to be liquidated as promptly as is consistent with obtaining the fair value of the propertythereof and, and will subject to Section 10.4, cause the proceeds therefrom and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”)remaining Property, to the extent they are sufficientsufficient therefor, to be applied and distributed in the following order: (1a) First, to the payment and discharge of all unpaid secured indebtedness of the Company Company’s debts and liabilities to creditors, including any Member to the extent of permitted under the lesser of the value of the secured property or the amount of the secured indebtednessAct; (2b) Second, to the payment and discharge of any remaining debts or liabilities of the Company’s then outstanding indebtedness with respect Company to which any member is subject to personal liability as a guarantor or under a master lease or similar agreement, but if the amount available will be insufficient, then on a pro rata basis;Member; and (3c) Third, to the payment Members in accordance with positive balances in their Capital Accounts, after giving effect to all Contributions, distributions and allocations for all periods, in each case after the Capital Accounts have been adjusted as provided in Article 6 and no later than the earlier of (i) the end of the taxable year in which the date of the liquidation of the Company occurs or (ii) 90 days after the date of the liquidation of the Company’s remaining indebtedness (excluding liabilities . The Manager or a Member that performs more than de minimis services in completing the winding up and termination of the Company pursuant to this Article 10 shall be entitled to receive reasonable compensation for distributions to members), but if the amount available will be insufficient, then on a pro rata basis; (4) Fourth, return of any positive capital account balance to each member; (5) Fifth, the balance, if any, will be distributed to the members pro rata in accordance with their ownership percentagesservices performed.

Winding Up. A. Upon dissolutionthe occurrence of a Liquidating Event, the members will marshal Company shall continue solely for the Company assetspurposes of winding-up its affairs in an orderly manner, pay the Company creditors, distribute the Company liquidating its assets, and otherwise wind up satisfying the business claims of its creditors and affairs of the Company upon dissolutionMembers. The members will have the authority to continue to conduct the business and affairs of the Company after dissolution to the extent reasonably No Member shall take any action that is inconsistent with, or not necessary to effect an orderly and profitable winding or appropriate for, the winding-up of the Company’s business and affairs. A member appointed by a vote of members collectively holding a majority interest in the Company The Managing Member (the “Winding Up MemberLiquidator”), will ) shall be responsible for overseeing the winding winding-up and liquidation dissolution of the Company. The Winding Up Member will Company and shall take full account of the Company’s liabilities and property and the business property, cause the Business Property to Company property shall be liquidated as promptly as is consistent with obtaining the fair value of the propertythereof, and will cause the proceeds and any other assets and funds of the Company therefrom (collectively, the “Dissolution Proceeds”)which may, to the extent they are sufficientdetermined by the Managing Member, to include shares of stock in the Managing Member) shall be applied and distributed in the following order: (1) First, to the payment and discharge of all unpaid secured indebtedness of the Company Company’s debts and liabilities to creditors other than the extent of the lesser of the value of the secured property or the amount of the secured indebtednessMembers; (2) Second, to the payment and discharge of all of the Company’s then outstanding indebtedness with respect debts and liabilities to which any member is subject to personal liability as a guarantor or under a master lease or similar agreement, but if the amount available will be insufficient, then on a pro rata basisManaging Member; (3) Third, to the payment holder of the Company’s remaining indebtedness (excluding liabilities for distributions Series A Preferred Units in an amount equal to members), but if the amount available will be insufficient, then on a pro rata basis;Series A Preferred Capital; and (4) Fourth, return of any positive capital account balance to each member; (5) Fifth, the The balance, if any, will be distributed to the members pro rata Members in accordance with their ownership percentagesSection 5.1. The Managing Member shall not receive any additional compensation for any services performed pursuant to this Article 11 other than reimbursement of its expenses as provided in Section 7.4. B. Notwithstanding the provisions of Section 11.2.A which require liquidation of the assets of the Company, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Company the Liquidator determines that an immediate sale of part or all of the Company’s assets would be impractical or would cause undue loss to the Members, the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (including to those Members as creditors) and/or distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 11.2.A, undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distributions in shall be made only if, in the good faith judgment of the Liquidator, such distributions in-kind are in the best interest of the Members, and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Winding Up. Upon dissolutionthe occurrence of a Liquidating Event, the members will marshal Company shall continue solely for the Company assetspurposes of winding up its affairs in an orderly manner, pay the Company creditors, distribute the Company liquidating its assets, and otherwise wind up satisfying the business claims of creditors and affairs of the Company upon dissolutionUnit Holders. The members will have the authority to continue to conduct the business and affairs of the Company after dissolution to the extent reasonably No Manager shall take any action that is inconsistent with, or not necessary to effect an orderly and profitable or appropriate for, the winding up of the Company’s 's business and affairs. A member appointed The Manager (or, in the event there is no remaining Manager, any Person elected by a vote majority in Units of members collectively holding a majority interest in the Company (the “Winding Up Member”), will Members) shall be responsible for overseeing the winding up and liquidation dissolution of the Company. The Winding Up Member will , and shall take full account of the Company’s 's liabilities and Property, shall cause Articles of Dissolution to be executed and filed in the business propertyoffice of the North Carolina Secretary of State, cause and shall give the Business notices described in N.C. Gen. Stat. § 57D-6-10 and § 57D-6-11. The Property to shall be liquidated as promptly as is consistent with obtaining the fair value of the propertythereof, and will cause the proceeds and any other assets and funds of the Company (collectively, the “Dissolution Proceeds”)therefrom, to the extent they are sufficientsufficient therefor, to shall be applied and distributed in the following order: (1a) First, to the payment and discharge of all unpaid secured indebtedness of the Company Company's debts and liabilities to the extent of the lesser of the value of the secured property or the amount of the secured indebtednesscreditors other than Unit Holders; (2b) Second, to the payment and discharge of all of the Company’s then outstanding indebtedness with respect 's debts and liabilities to which any member is subject to personal liability as a guarantor or under a master lease or similar agreement, but if the amount available will be insufficient, then on a pro rata basis;Unit Holders other than Capital Contributions; and (3c) Third, to the payment of the Company’s remaining indebtedness (excluding liabilities for distributions to members), but if the amount available will be insufficient, then on a pro rata basis; (4) Fourth, return of any positive capital account balance to each member; (5) Fifth, the The balance, if any, will be distributed to the members pro rata Unit Holders in accordance with their ownership percentagespositive Capital Accounts, after giving effect to all contributions, distributions, and allocations for all periods. No Manager shall receive any additional compensation for any services performed pursuant to this Article VII. Notwithstanding the foregoing, any securities or other intangible assets may be distributed in kind to the Unit Holders.