14. Limited Liability of Members.
Except as otherwise provided in the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise,
shall be the debts, obligations and liabilities solely of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.
15. Liquidation and Dissolution.
(a) Except as otherwise required by the Act or this Agreement, the Company shall have perpetual existence unless the Managing Member and the
holders of at least a majority of the Companys limited liability company interests shall elect to dissolve the Company or there is an entry of a decree of judicial dissolution under Section 18-802
of the Act.
(b) The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other
event that terminates the continued membership of any Member shall not cause the Company to be dissolved or its affairs to be wound up, and upon the occurrence of any such event, the Company shall be continued without dissolution.
16. Winding up Affairs and Distribution of Assets.
(a) Upon a winding up of the Company, the Managing Member shall be the liquidating Member (the Liquidating Member) and shall
proceed to wind up the affairs of the Company, liquidate the remaining property and assets of the Company and wind up and terminate the business of the Company. The Liquidating Member shall cause a full accounting of the assets and liabilities of
the Company to be taken and shall cause the assets to be liquidated and the business to be wound up as promptly as possible by either or both of the following methods: (1) selling the Company assets and distributing the net proceeds therefrom
(after the payment of Company liabilities) to each Member in accordance with Section 10 hereof; or (2) distributing the Company assets to the Members in kind in accordance with Section 10 hereof (after adequate provision for all
liabilities and expenses shall have been made).
(b) If the Company shall employ method (1) as set forth in Section 16(a) in
whole or part as a means of liquidation, then the proceeds of such liquidation shall be applied, to the extent permitted by law, in the following order of priority: (i) first, to the expenses of such liquidation; (ii) second, to creditors
(including Members who are creditors) in satisfaction of all of the Companys debts and other liabilities, whether by payment or the making of a reasonable reserve to provide for payment thereof (to be held and disbursed, at the discretion of
the Liquidating Member, by an escrow agent selected by the Liquidating Member and at the expiration of such period as the Liquidating Member may deem advisable, the balance remaining in such reserve shall be distributed as provided herein), other
than liabilities for distributions to Members and former Members under Section 18-601 or Section 18-604 of the Act; (iii) third, to Members and former
Members in satisfaction of liabilities for distributions under Section 18-601 or Section 18-604 of the Act; and (iv) fourth, to the Members in accordance
with Section 10 hereof.
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