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(a) Any event that under the Articles requires dissolution of the Company;
(b) | The unanimous vote of the Member's Interest to the dissolution of the
Company; and
(c) The entry of a decree of judicial dissolution of the Company as provided in
the Act.
8.02 Liquidation. Upon the dissolution of the Company, it shall wind up its affairs
and distribute its assets in accordance with the Act by either or a combination of both of
the following methods as the Members shall determine:
(a) _ Selling the Company’s assets and, after the payment of Company liabilities,
distributing the net proceeds therefrom to the Members in proportion to their Membership
Interests and in satisfaction thereof, and/or
(b) Distributing the Company's assets to the Member in kind with the Member
accepting an undivided interest in the Company’s assets, subject to its liabilities, in
satisfaction of its Membership Interest. The interest conveyed to each Member in such
assets shall constitute a percentage of the entire interests in such assets equal to such
Member's Membership Interest.
8.03 Liquidation. A reasonable time not to exceed twelve (12) months shall be
allowed for the orderly liquidation of the assets of the Company and the discharge of
liabilities to the creditors so as to minimize any losses attendant upon dissolution.
8.04 Distributions. Upon liquidation, the Company assets (including any cash on
hand) shall be distributed in the following order and in accordance with the following
priorities:
(a) First, to the payment of the debts and liabilities of selling the Company and
the expenses of liquidation, including a sales commission to the selling agent, if any; then
(b) Second, to the setting up of any reserves that the Board of Managers (or
the person or persons carrying out the liquidation) deem reasonably necessary for any
contingent or unforeseen liabilities or obligations of the Company. At the expiration of
such period as the Board of Managers (or the person or persons carrying out the
liquidation) shall deem advisable, but in no event to exceed 12 months, the Company
shall distribute the balance thereof in the manner provided in the following subsection;
then
(c) Third, to the Members in proportion to their respective Membership
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