assets of the Company as the Liquidator shall deem it advisable
to sell, subject to obtaining fair market value for such assets and any tax or
other legal considerations. No Member shall take any action (with respect to the
Company) that is inconsistent with, or not necessary to or appropriate for, the
winding up of the Company's business and affairs.
7.3
Final Distribution.
(A)
AS SOON AS REASONABLE FOLLOWING THE EVENT THAT CAUSED THE
DISSOLUTION OF THE COMPANY, THE ASSETS OF THE COMPANY SHALL BE APPLIED IN THE
FOLLOWING MANNER AND ORDER:
(I)
TO PAY THE EXPENSES OF THE WINDING-UP, LIQUIDATION AND
DISSOLUTION OF THE COMPANY, AND ALL CREDITORS OF THE COMPANY, OTHER THAN
MEMBERS, EITHER BY ACTUAL PAYMENT OR BY MAKING A REASONABLE PROVISION THEREFOR,
IN THE MANNER, AND IN THE ORDER OF PRIORITY, SET FORTH IN § 18-804 OF THE LLC
ACT;
(II)
TO PAY, IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, ON A
PRO RATA BASIS, THE DEBTS PAYABLE TO ALL CREDITORS OF THE COMPANY THAT ARE
MEMBERS, EITHER BY ACTUAL PAYMENT OR BY MAKING A REASONABLE PROVISION THEREFOR;
AND
(III)
TO DISTRIBUTE THE REMAINING ASSETS OF THE COMPANY TO THE MEMBERS
IN ACCORDANCE WITH SECTION 5.4(B), TAKING INTO ACCOUNT ALL ADJUSTMENTS TO
CAPITAL ACCOUNTS OR OFFSETS REQUIRED UNDER THIS AGREEMENT THROUGH THE DATE OF
DISTRIBUTION.
42
(B)
IF ANY MEMBER HAS A DEFICIT BALANCE IN ITS CAPITAL ACCOUNT IN
EXCESS OF ANY UNPAID CAPITAL CONTRIBUTIONS (IF ANY), SUCH MEMBER SHALL HAVE NO
OBLIGATION TO MAKE ANY CAPITAL CONTRIBUTION TO THE COMPANY WITH RESPECT TO SUCH
DEFICIT, AND SUCH DEFICIT SHALL NOT BE CONSIDERED A DEBT OWED TO THE COMPANY OR
TO ANY OTHER PERSON FOR ANY PURPOSE WHATSOEVER.
(C)
EACH MEMBER SHALL LOOK SOLELY TO THE ASSETS OF THE COMPANY FOR THE
AMOUNTS DISTRIBUTABLE TO IT HEREUNDER AND SHALL HAVE NO RIGHT OR POWER TO DEMAND
OR RECEIVE PROPERTY THEREFOR FROM ANY OTHER MEMBER.
(D)
THE COMPANY SHALL TERMINATE WHEN (I) ALL OF THE ASSETS OF THE
COMPANY, AFTER PAYMENT OF OR DUE PROVISION FOR ALL DEBTS, LIABILITIES AND
OBLIGATIONS OF THE COMPANY SHALL HAVE BEEN DISTRIBUTED TO THE MEMBER IN THE
MANNER PROVIDED FOR IN THIS AGREEMENT, AND (II) THE CERTIFICATE SHALL HAVE BEEN
CANCELED IN THE MANNER REQUIRED BY THE LLC ACT.
ARTICLE 8
TRANSFER; SUBSTITUTION; ADJUSTMENTS
8.1
Restrictions on Transfer.
(A)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, EACH
MEMBER MAY, SUBJECT TO SECTION 8.1(B), TRANSFER ANY OR ALL OF ITS UNITS. IT IS A
CONDITION TO ANY TRANSFER BY A MEMBER (THE "TRANSFERRING MEMBER") OTHERWISE
PERMITTED HEREUNDER THAT THE TRANSFEREE (I) AGREES TO BECOME A PARTY TO, AND BE
BOUND BY THE TERMS OF, THIS AGREEMENT TO THE SAME EXTENT AS THE TRANSFERRING
MEMBER, AND (II) ASSUMES BY OPERATION OF LAW OR EXPRESS AGREEMENT ALL OF THE
OBLIGATIONS OF THE TRANSFERRING MEMBER UNDER THIS AGREEMENT OR TO WHICH SUCH
TRANSFERRING MEMBER IS A PARTY WITH RESPECT TO SUCH TRANSFERRED UNITS OR OTHER
EQUITY INTERESTS IN THE COMPANY. NOTWITHSTANDING THE FOREGOING,