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LLCOperatingAgreement-Markdown/CommonBoilerplate/Dissolution.md

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Withdrawal, Dissolution, Liquidation and Termination

Dissolution, Liquidation, and Termination Generally

The Company shall be dissolved upon the first to occur of any of the following:

  • The sale or disposition of all assets of the Company and the receipt, in cash, of all consideration therefor, and the determination of the Board Of Directors and all Members not to continue the business of the Company directly or through an Investment Entity.

  • The occurrence of any event which, as a matter of law, requires that the Company be dissolved.

Liquidation and Termination

Upon dissolution of the Company such Person as the Board Of Directors may designate shall act as liquidator. The liquidator shall proceed diligently to wind up the affairs of the applicable Company and make final distributions as provided herein. The costs of liquidation shall be a Company expense, as applicable. Until final distribution, the liquidator shall continue to operate the Company with all of the power and authority of the Board Of Directors, as applicable hereunder. The steps to be accomplished by the liquidator are as follows:

  • as promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made by a firm of certified public liquidator, which shall cause a proper accounting to be made by a firm of certified public accountants acceptable to the Board Of Directors of the Company's assets, liabilities, and operations through the last day of the calendar month in which the dissolution shall occur or the final liquidation shall be completed, as applicable

  • the liquidator shall cause the Company to satisfy all of the debts and liabilities of the Company and (whether by payment or the making of reasonable provision for payment thereof)

  • all remaining assets of the Company shall be distributed to the Members as follows:

  • (a) the liquidator may sell any or all applicable Company property and the sum of:

  • (b) any resulting gain or loss from each sale plus

  • (c) the fair market value of such property that has not been sold shall be determined and (notwithstanding the provisions of Section Capital Accounts income, gain, loss, and deduction inherent in such property (that has not been reflected in the Capital Accounts previously) shall be allocated among the Members to the extent possible to cause the Capital Account balance of each Member to equal the amount distributable to such Member under this Section.

  • Company property as applicable shall be distributed to the Members as provided in Section "Distributions to Members".

Cancellation of Certificate.

In the case of the dissolution, liquidation and termination of the Company, on completion of the distribution of Company assets, the Board Of Directors (or such other Person as the BOC may require or permit) shall file a Certificate of Cancellation with the Secretary of State of Texas, cancel any other filings made pursuant to Section "Qualification in Other Jurisdictions". and take such other actions as may be necessary to terminate the existence of the Company. In the case of the dissolution, liquidation and termination of the Company, the CEO shall file such certificates as may be required by the BOC or other law in respect thereof.