9079064 - Laserfiche WebLink

Home Browse Search

with obtaining their fair value, and the proceeds,to the extent sufficient to pay the Company's obligations with respect to the liquidation,will be applied and distributed,after any gain or loss realized in connection with the liquidation has been allocated in accordance with Section 3 of this Agreement, and the Members' Capital Accounts have been adjusted to reflect the allocation and all other transactions through the date of the distribution, in the following order: 9.3.1 To payment and discharge of the expenses of liquidation and of all the Company's debts and liabilities to persons or organizations including Members; and 9.3.2 To Members in the amount of their respective adjusted Capital Account balances on the date of distribution:provided, however,that any then-outstanding Default Advances(with interest and costs of collection) first must be repaid from distributions otherwise allocable to the Defaulting Member pursuant to Section 2. 9.4 Distributions. In the event that any real or personal property remains unsold as of the time of final winding up of the Company said real or personal property shall be distributed in kind to all of the Members in proportion to their then units of ownership interest in the Company and in such event said Members shall hold said property as tenants in common, it being the intention thereby that all members shall share in the unrealized appreciation of any such unsold assets of the Company in proportion to their units of ownership interest. 9.5 Establishment of Reserves. After paying or providing for the payment of all debts and liabilities of the Company and expenses of liquidation and subject to the right of the Operating Member to set up such reserves as it may deem necessary for any contingent or unforeseen liabilities or obligation of the Company, all remaining assets shall be distributed to or for the benefit of the Members in accordance with their respective interests therein. 9.6 No Recourse. Each holder of a unit of ownership interest shall look solely to the assets of the Company and shall have no recourse against any Operating Member or Member. Except as provided in this Agreement, no holder of a unit of ownership interest shall have any right to receive property other than cash upon dissolution and termination of the Company. 9.7 Termination of the Company. Upon completion of the liquidation of the Company and the distribution of all Company assets, the Company shall terminate and the Operating Member shall have authority to execute and record all appropriate documents to effectuate the dissolution and termination of the Company. 9.8 Distribution Under Ore¢on Limited Liability Company Act. Except as otherwise herein specifically provided to the contrary,the assets of the Company shall be distributed as provided for in the Oregon Limited Liability Company Act. 10. INDEMNIFICATION 10.1 Indemnification. The Company shall indemnify its Operating Member to the fullest extent permissible under Oregon law, as the same exists or may hereafter be amended, against all liability. loss and costs (including, without limitation, attorney fees)incurred or suffered by such person Page-I I- OPERATING AGREEMENT