California Secretary of State and file
the Certificate as required by the Act.
15
9.2
WINDING UP.
UPON THE OCCURRENCE OF ANY
EVENT SPECIFIED IN SECTION 9.1, THE COMPANY SHALL CONTINUE SOLELY FOR THE
PURPOSE OF WINDING UP ITS AFFAIRS IN AN ORDERLY MANNER, LIQUIDATING ITS ASSETS,
AND SATISFYING THE CLAIMS OF ITS CREDITORS.
THE RESPONSIBLE PARTY SHALL BE
RESPONSIBLE FOR OVERSEEING THE WINDING UP THE AFFAIRS AND LIQUIDATION OF THE
COMPANY, SHALL TAKE FULL ACCOUNT OF THE LIABILITIES AND ASSETS OF THE COMPANY,
SHALL CAUSE ITS ASSETS TO BE SOLD TO THE EXTENT NECESSARY TO SATISFY THE CLAIMS
AND CREDITORS AND SHALL DISTRIBUTE THE REMAINING ASSETS TO THE MEMBERS AS
PROVIDED BELOW.
IF ASSETS ARE SOLD, THEY SHALL BE SOLD AS PROMPTLY AS IS
CONSISTENT WITH OBTAINING THE FAIR MARKET VALUE THEREOF AND THEIR PROCEEDS
APPLIED AND DISTRIBUTED AS PROVIDED IN THIS SECTION 9.
THE RESPONSIBLE PARTY
SHALL GIVE WRITTEN NOTICE OF THE COMMENCEMENT OF WINDING UP BY MAIL TO ALL KNOWN
CREDITORS AND CLAIMANTS WHOSE ADDRESSES APPEAR ON THE RECORDS OF THE COMPANY.
THE RESPONSIBLE PARTY SHALL BE ENTITLED TO REASONABLE COMPENSATION FOR SUCH
SERVICES.
9.3
ORDER OF PAYMENT OF LIABILITIES UPON
DISSOLUTION.
THE PAYMENT OF A DEBT OR LIABILITY, WHETHER THE WHEREABOUTS OF THE
CREDITOR IS KNOWN OR UNKNOWN, HAS BEEN ADEQUATELY PROVIDED FOR IF THE PAYMENT
HAS BEEN PROVIDED FOR BY EITHER THE ASSUMPTION OR GUARANTEE THEREOF IN GOOD
FAITH BY ONE OR MORE FINANCIALLY RESPONSIBLE PERSONS OR THE UNITED STATES
GOVERNMENT OR ANY AGENCY THEREOF, AND THE PROVISION, INCLUDING THE FINANCIAL
RESPONSIBILITY OF THE PERSON, WAS DETERMINED IN GOOD FAITH AND WITH REASONABLE
CARE BY THE MANAGER TO BE ADEQUATE AT THE TIME OF ANY DISTRIBUTION OF THE ASSETS
PURSUANT TO THIS SECTION; OR DEPOSIT OF THE AMOUNT OF THE DEBT OR LIABILITY AS
PROVIDED IN SECTION 2008 OF THE CALIFORNIA CORPORATION CODE.
THIS SECTION 9.3
SHALL NOT PRESCRIBE THE EXCLUSIVE MEANS OF MAKING ADEQUATE PROVISION FOR DEBTS
AND LIABILITIES.
9.4
DISTRIBUTION TO MEMBERS.
AFTER THE
DETERMINATION THAT ALL KNOWN DEBTS AND LIABILITIES OF THE COMPANY IN THE PROCESS
OF WINDING UP, INCLUDING, WITHOUT LIMITATION, DEBTS AND LIABILITIES TO MEMBERS
WHO ARE CREDITORS OF THE COMPANY, HAVE BEEN PAID OR ADEQUATELY PROVIDED FOR, THE
REMAINING ASSETS SHALL BE DISTRIBUTED TO THE MEMBERS IN ACCORDANCE WITH THE
POSITIVE BALANCES OF THE RESPECTIVE CAPITAL ACCOUNTS OF THE MEMBERS.
9.5
LIMITATIONS ON PAYMENTS MADE IN
DISSOLUTION.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, EACH
MEMBER SHALL ONLY BE ENTITLED TO LOOK SOLELY AT THE ASSETS OF THE COMPANY FOR
THE DISTRIBUTIONS PROVIDED HEREIN AND SHALL HAVE NO RECOURSE FOR ITS CAPITAL
CONTRIBUTION AND/OR SHARE OF NET PROFITS (UPON DISSOLUTION OR OTHERWISE) AGAINST
ANY OTHER MEMBER EXCEPT AS PROVIDED IN THIS SECTION 9.
9.6
CERTIFICATE OF CANCELLATION.
THE MANAGER
SHALL CAUSE TO BE FILED IN THE OFFICE OF, AND ON A FORM PRESCRIBED BY, THE
CALIFORNIA SECRETARY OF STATE, A CERTIFICATE OF CANCELLATION OF THE ARTICLES
UPON THE COMPLETION OF THE WINDING UP OF THE AFFAIRS OF