Limited Liability Company Agreement Template Page 16
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19Upon the occurrence of any event that causes the last remaining member of the Company
to cease to be a member of the Company or that causes the Member to cease to be a member of
the Company, to the fullest extent permitted by law, the personal representative of such member
is hereby authorized to, and shall, within 90 days after the occurrence of the event that
terminated the continued membership of such member in the Company, agree in writing (i) to
continue the Company and (ii) to the admission of the personal representative or its nominee or
designee, as the case may be, as a substitute member of the Company, effective as of the
occurrence of the event that terminated the continued membership of the last remaining member
of the Company or the Member in the Company.
8.02
Winding Up.
On dissolution of the Company, the Member shall be the liquidator. The liquidator shall
proceed diligently to wind up the affairs of the Company and make final distributions as
provided herein and in the Act. The costs of liquidation shall be borne as a Company expense.
Until final distribution, the liquidator shall conduct only such activities as are necessary to wind
up the Company's affairs (including the sale of assets of the Company in an orderly fashion). The
steps to be accomplished by the liquidator, in accordance with Section 18-804 of the Act, shall
be as follows:
(a)
as promptly as possible after dissolution and again after final liquidation, the liquidator
shall cause a proper accounting to be made by a recognized of certified public accountants of the
Company's assets, liabilities, and operations through the last day of the calendar month in which the
dissolution occurs or the final liquidation is completed, as applicable;
(b)
the liquidator shall cause the notice to be mailed to each known creditor of and claimant
against the Company;
(c)
the liquidator shall pay, satisfy or discharge from Company funds all of the debts,
liabilities and obligations of the Company (including, without limitation, all expenses incurred in
liquidation and any advances described in Section 4.04) or otherwise make adequate provision for
payment and discharge thereof (including, without limitation, the establishment of a cash escrow
fund for contingent liabilities in such amount and for such term as the liquidator may reasonably
determine); and
(d)
all remaining assets of the Company shall be distributed to the Member.
All distributions in kind to the Member shall be made subject to the liability of each distributee
for costs, expenses, and liabilities theretofore incurred or for which the Company has committed
prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the
distributee pursuant to this Section 8.02. The distribution of cash or property to the Member in
accordance with this Section 8.02 constitutes a complete return to the Member of its Capital
Contributions and a complete distribution to the Member of its Membership Interest and all the
Company's property and constitutes a compromise.
8.03
Certificate of Cancellation.
On completion of the distribution of Company assets as provided herein, the Company
shall terminate upon the cancellation of the Certificate in the manner required by the Act.
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