Xyz Limited Liability Company Operating Agreement Page 20
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289.2
Winding Up, Liquidation and Distribution of Assets. Upon dissolution,
an accounting shall be made by the Company's independent accountants or the
accounts of the Company and of the Company's assets, liabilities and operations, from
the date of the last previous accounting until the date of dissolution. The Managers
shall immediately proceed to wind up the affairs of the Company, complying with all
requirements of applicable law pertaining to the winding up of the affairs of final
distribution of its assets. The Managers shall:
a.
Sell or otherwise liquidate all of the Company's assets as promptly
as practicable (except to the extent the Managers may determine to
distribute any assets to the Members in kind).
b.
Allocate any profit or loss resulting from such sales to the
Member's Capital Accounts as described herein. If there is a deficit
in a Capital Account, no Member shall have any liability to restore
all or any portion of a deficit balance in such Member's Capital
Account.
c.
Discharge all liabilities of the Company, including liabilities to
Members who are creditors, to the extent otherwise permitted by
law, other than liabilities to Members for distributions, and
establish such reserves as may be reasonably necessary to provide
for contingent liabilities of the Company (for purposes of
determining the Capital Accounts of the Members, the amounts of
such reserves shall be deemed to be an expense of the Company).
d.
Distribute the remaining assets to the Members in accordance with
their respective Percentage Interests. Members shall look solely to
the assets of the Company for the return of its Capital Contribution.
If the Company property remaining after the payment or discharge
of the debts and liabilities of the Company is insufficient to return
the cash contribution of one or more Members, such Members shall
have no recourse against any other Member, except as otherwise
provided by law.
9.3
Company Terminated. Upon completion of the winding up, liquidation
and distribution of the assets, the Company shall be deemed terminated.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.1
Amendments. This Operating Agreement may not be amended except in
writing by the affirmative vote of Members holding a Majority Interest. Any
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