76 lines
3.2 KiB
Markdown
76 lines
3.2 KiB
Markdown
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# Withdrawal, Dissolution, Liquidation and Termination
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## Dissolution, Liquidation, and Termination Generally
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The Company shall be dissolved upon the first to occur of any of
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the following:
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* The sale or disposition of all assets of the Company and the receipt, in cash, of
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all consideration therefor, and the determination of the Board Of Directors and all
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Members not to continue the business of the Company directly or through an Investment
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Entity.
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* The occurrence of any event which, as a matter of law, requires that the
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Company be dissolved.
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## Liquidation and Termination
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Upon dissolution of the Company such Person as the Board Of Directors
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may designate shall act as liquidator. The liquidator shall
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proceed diligently to wind up the
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affairs of the applicable Company and make final distributions
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as provided herein. The costs of liquidation shall be a Company
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expense, as applicable. Until final distribution, the liquidator
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shall continue to operate the Company with all of the power
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and authority of the Board Of Directors, as applicable
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hereunder. The steps to be accomplished by the liquidator are as
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follows:
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* as promptly as possible after dissolution and again after final
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liquidation, the liquidator shall cause a proper accounting to be made
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by a firm of certified public liquidator, which shall cause a proper
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accounting to be made by a firm of certified public accountants
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acceptable to the Board Of Directors of the Company's
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assets, liabilities, and operations through the last day of the
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calendar month in which the dissolution shall occur or the final
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liquidation shall be completed, as applicable
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* the liquidator shall cause the Company to
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satisfy all of the debts and liabilities of the Company and
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(whether by payment or the making of reasonable provision for payment
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thereof)
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* all remaining assets of the Company shall be distributed
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to the Members as follows:
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* (a) the liquidator may sell any or all applicable Company
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property and the sum of:
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* (b) any resulting gain or loss from each sale plus
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* (c) the fair market value of such property that has not been sold
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shall be determined and (notwithstanding the provisions of Section
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Capital Accounts income, gain, loss, and deduction inherent in such
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property (that has not been reflected in the Capital Accounts
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previously) shall be allocated among the Members to the extent possible
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to cause the Capital Account balance of each Member to equal the amount
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distributable to such Member under this Section.
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* Company property as applicable shall be distributed to
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the Members as provided in Section "Distributions to Members".
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## Cancellation of Certificate.
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In the case of the dissolution,
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liquidation and termination of the Company, on completion of the
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distribution of Company assets, the Board Of Directors (or such other
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Person as the BOC may require or permit) shall file a Certificate of
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Cancellation with the Secretary of State of Texas, cancel any other
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filings made pursuant to Section "Qualification in Other Jurisdictions".
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and take such other actions as may be necessary to
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terminate the existence of the Company. In the case of the dissolution,
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liquidation and termination of the Company, the CEO shall file such
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certificates as may be required by the BOC or other law in respect
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thereof.
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