UNDER APPLICABLE LAW.
7.5
POST-TERMINATION SUPPLY ARRANGEMENTS.
THIS SECTION 7.5 APPLIES
IRRESPECTIVE OF WHETHER EITHER MEMBER IS A DEFAULTING MEMBER.
SHOULD THE
COMPANY BE DISSOLVED FOLLOWING A TERMINATION EVENT PURSUANT TO THIS ARTICLE VII,
MONACO SHALL ENTER INTO A SUPPLY AGREEMENT TO MEET INTERNATIONAL'S DEMAND FOR
DIESEL REAR ENGINE CHASSIS FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING SUCH
DISSOLUTION ON COMMERCIALLY REASONABLE TERMS, (AND SHALL INCLUDE TERMS
SUBSTANTIALLY SIMILAR TERMS TO THOSE CONTAINED IN SECTIONS 5 THROUGH 7 AND
SECTIONS 9 THROUGH 12 OF THE SUPPLY AGREEMENT, BUT SHALL NOT REQUIRE THAT
INTERNATIONAL USE MONACO AS THE EXCLUSIVE SUPPLIER).
ARTICLE VIII
DISSOLUTION
8.1
GENERALLY.
PROMPTLY AFTER ANY ELECTION OR EVENT RESULTING IN DISSOLUTION,
LIQUIDATION OR WINDING UP OF THE COMPANY, INCLUDING ANY ELECTION TO DISSOLVE
PURSUED UNDER SECTION 7.3(A), THE BOARD OF DIRECTORS WILL PROCEED TO WIND UP THE
AFFAIRS OF THE COMPANY IN THE MANNER SET FORTH IN THIS ARTICLE.
AFTER SUCH
NOTICE OR OTHER EVENT, NEITHER MEMBER WILL BE OBLIGATED TO PROVIDE ANY
ADDITIONAL FUNDS THAT WOULD OTHERWISE BE REQUIRED BY THE COMPANY EXCEPT AMOUNTS
OWING BY SUCH MEMBER PURSUANT TO THIS AGREEMENT OR OTHER CONTRACTUAL
ARRANGEMENTS.
8.2
LIQUIDATION PROCEDURES.
PROMPTLY AFTER ANY ELECTION OR EVENT RESULTING IN
DISSOLUTION, LIQUIDATION OR WINDING UP OF THE COMPANY, INCLUDING ANY ELECTION TO
DISSOLVE PURSUED UNDER SECTION 7.3(A), THE BOARD OF DIRECTORS WILL APPLY THE
PROCEEDS OF THE LIQUIDATION OF THE COMPANY IN THE FOLLOWING ORDER:
(A)
TO THE PAYMENT OF THE EXPENSES OF LIQUIDATION;
(B)
TO THE PAYMENT OF THE LIABILITIES AND OBLIGATIONS OF THE COMPANY, OTHER
THAN THOSE OWING TO A MEMBER;
(C)
TO THE PAYMENT OF ANY PRINCIPAL AND/OR INTEREST DUE IN RESPECT OF MEMBER
LOANS; AND
(D)
THEREAFTER IN ACCORDANCE WITH SECTION 4.5.
8.3
CERTIFIED LIQUIDATION STATEMENT.
THE MEMBERS, OR THE NON-DEFAULTING
MEMBER, IF THE COMPANY IS DISSOLVED PURSUANT TO SECTION 7.3(A), WILL CAUSE THE
COMPANY'S INDEPENDENT AUDITORS TO PREPARE A CERTIFIED LIQUIDATION STATEMENT OF
THE COMPANY.
EACH MEMBER AGREES TO PREPARE ITS FINANCIAL STATEMENTS AND TO
PREPARE AND FILE ALL TAX RETURNS REQUIRED TO BE FILED BY IT IN ACCORDANCE WITH
THAT LIQUIDATION STATEMENT, WHICH WILL CONTAIN:
(A)
A SUMMARIZED STATEMENT OF RECEIPTS AND DISBURSEMENTS (INCLUDING EXPENSES
OF DISSOLUTION);
(B)
A DETERMINATION OF THE BOOK CAPITAL ACCOUNT OF EACH MEMBER;
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(C)
A STATEMENT OF THE LIABILITIES OF THE COMPANY OWING TO EACH MEMBER;
(D)
AN ALLOCATION BETWEEN THE MEMBERS OF ALL GAINS OR LOSSES REALIZED ON THE
LIQUIDATION OF THE ASSETS OF THE COMPANY; AND
(E)
AN ALLOCATION OF ANY TAX ATTRIBUTES BETWEEN THE MEMBERS.
ARTICLE IX
REPORTING AND ACCOUNTING PROVISIONS
9.1
BOOKS AND RECORDS.
THE COMPANY WILL MAKE AND KEEP BOOKS, RECORDS AND
ACCOUNTS THAT, IN REASONABLE DETAIL, ACCURATELY AND FAIRLY REFLECT IN ALL
MATERIAL RESPECTS THE ASSETS, LIABILITIES AND OPERATIONS OF THE COMPANY.
THE
COMPANY WILL ALSO MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING CONTROLS THAT
COMPLIES WITH INDUSTRY STANDARDS AND APPLICABLE LAW AND THAT WILL PROVIDE
REASONABLE ASSURANCE THAT:
(A)
TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
GENERAL