THE COMPANY AND UPON THE OCCURRENCE
OF SUCH AN EVENT, THE COMPANY SHALL CONTINUE WITHOUT DISSOLUTION.
7.2
WINDING-UP.
WHEN THE COMPANY IS DISSOLVED, THE BUSINESS AND
PROPERTY OF THE COMPANY SHALL BE WOUND UP IN AN ORDERLY MANNER BY THE BOARD OR
BY A LIQUIDATING TRUSTEE AS MAY BE APPOINTED BY THE BOARD (THE BOARD OR SUCH
LIQUIDATING TRUSTEE, AS THE CASE MAY BE, THE "LIQUIDATOR").
IF THE FOUNDING
MEMBERS ARE UNABLE TO AGREE WITH RESPECT TO THE DISTRIBUTION OF ANY COMPANY
ASSETS, THEN THE LIQUIDATOR SHALL USE ITS REASONABLE BEST EFFORTS TO REDUCE TO
CASH
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AND CASH EQUIVALENTS SUCH 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 REASONABLY PRACTICABLE FOLLOWING THE EVENT THAT CAUSED
THE DISSOLUTION OF THE COMPANY, THE ASSETS OF THE COMPANY SHALL BE DISTRIBUTED
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;
(III)
TO MAKE ANY DISTRIBUTION OF THE KIND DESCRIBED IN
SECTION 5.5(B) WITH RESPECT TO DISTRIBUTIONS RECEIVED FROM KASIMA PARENT
HOLDINGS LLC WITH RESPECT TO EXCESS COSTS THAT ARE ULTIMATELY NOT INCURRED; AND
(IV)
TO DISTRIBUTE THE REMAINING ASSETS OF THE COMPANY PRO RATA TO THE
MEMBERS IN ACCORDANCE WITH THEIR RESPECTIVE POSITIVE CAPITAL ACCOUNT BALANCES,
DETERMINED AFTER ALL ALLOCATIONS OF NET PROFIT AND NET LOSS AND ALL OTHER ITEMS
OF INCOME, GAIN, LOSS AND DEDUCTION HAVE BEEN MADE.
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 EXCESS
DEFICIT, AND SUCH EXCESS DEFICIT SHALL NOT BE CONSIDERED A DEBT OWED TO THE
COMPANY OR TO ANY OTHER PERSON FOR ANY PURPOSE WHATSOEVER.
(B)
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.
(C)
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 MEMBERS