Operating Agreement Template Page 12
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16(1)
To each Member, with respect to the
cumulative amount of all accrued but unpaid pre-dissolution
distributions for which the Company is liable to the Member, the
amount of such liability.
(2)
To each Member, with respect to his, her or
its unreturned capital contribution, an amount equal to the positive
balance (if any) in his or her capital account (as determined after
taking into account all capital account adjustments for the
Company's taxable year during which the liquidation occurs) or, if
the assets available to be distributed hereunder are insufficient to
cover the aggregate of all Members' positive balances, a
proportionate amount based upon the relative positive balances of
the Members; and
(3)
To each Member, with respect to his, her or
its Membership Interest, a proportionate share of the remaining
assets equal to his or her Membership Interest.
(b)
The Members shall cause an accounting to be made by the Company's
independent accountants of 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.
(c)
If any assets of the Company are distributed in kind, the net fair market
value of such assets as of the date of dissolution shall be determined by
independent appraisal or by agreement of the Members. Such assets shall be
deemed to have been sold to the Members in proportion to their Membership
Interest as of the date of dissolution for their fair market value, and the capital
accounts of the Members shall be adjusted to reflect such deemed sale.
(d)
Notwithstanding anything to the contrary in this Operating Agreement,
upon a liquidation, if any Member has a deficit capital account (after giving effect
to all contributions, distributions, allocations and other Capital Account
adjustments for all taxable years, including the year during which liquidation
occurs), such Member shall have no obligation to make any capital contributions,
and a negative balance of such Member's capital account shall not be considered a
debt owed by such Member to the Company or to any other person for any
purpose whatsoever.
9.3 Certificate of Termination. Upon completion of the winding up, liquidation and
distribution of the assets, the Company shall be deemed terminated and the Members shall
forthwith file with the Secretary of State a certificate of termination. Thereafter, the Members,
as liquidating trustees, shall have authority to distribute any Company property discovered after
termination, convey real estate and take such other action as may be necessary on behalf of and
in the name of the Company.
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