Operating Agreement Template - Manager-Managed Limited Liability Company Page 28
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369.1.
The Company will be dissolved on the first to occur of the following events:
(a)
The written agreement of a Majority of Members to dissolve the
Company;
(b)
The sale or other disposition of substantially all of the Company’s assets;
(c)
Entry of a decree of judicial dissolution under Corp C §17351.
9.2.
On the dissolution of the Company, the Company will engage in no further
business other than that necessary to wind up the business and affairs of the Company. The
Manager or, if there is no Manager, the Members, will wind up the affairs of the Company. The
Manager or Members winding up the affairs of the Company will give Notice of the
commencement of winding up by mail to all known creditors and claimants against the Company
whose addresses appear in the records of the Company. After paying or adequately providing for
the payment of all known debts of the Company (except debts owing to Members), the remaining
assets of the Company will be distributed or applied in the following order:
(a)
To pay the expenses of liquidation;
(b)
To the establishment of reasonable reserves for contingent liabilities or
obligations of the Company. On the determination that reserves are no longer necessary,
they will be distributed as provided in this Section 9.2;
(c)
To repay outstanding loans to Members. If there are insufficient funds to
pay those loans in full, each Member will be repaid in the ratio that the Member’s loan,
together with accrued and unpaid interest, bears to the total of all loans from Members,
including all accrued and unpaid interest. Repayment will first be credited to unpaid
principal and the remainder will be credited to accrued and unpaid interest; and
(d)
Among the Members with Positive Capital Account Balances as provided
in Article IV, Section 4.16.
9.3.
Each Member will look solely to the assets of the Company for the return of the
member’s investment, and if Company property remaining after the payment or discharge of the
Company’s debts and liabilities is insufficient to return the investment of each Member, the
Member will have no recourse against any other Members for indemnification, contribution, or
reimbursement, except as specifically provided in this Agreement.
ARTICLE X: NONCOMPETITION AND CONFIDENTIALITY
10.1. Each Member covenants with the Company and each other Member that on the
Transfer of the Member’s Membership Interest, whether voluntary, involuntary, by operation of
law, or by reason of any provision of this Agreement, the Member will not, directly or indirectly,
through an Affiliate or otherwise, in the following geographic area: _______________[list
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