Common use of Dissolution Clause in Contracts

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event or action or period which terminates the continued membership of time specified the Member in the CertificateCompany, if any; or (c) upon any event or action causing dissolution the entry of the Company specified in the Acta decree of judicial dissolution.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

Dissolution. a. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if anyR.S. 12:1318; or (ciii) upon any event or action causing entry of a decree of judicial dissolution of the Company specified in the Actunder R.S. 12: 1335, as amended.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Act upon the earlier to occur of: Act, or (aiii) the written action taken by the Sole Member; (b) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution of the Company specified in under Section 18-802 of the Act.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) at any time there is no member of the Company, unless the Company is continued pursuant to the Act, or (iii) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. The Company shall be dissolved dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Actthis Agreement.

Dissolution. (a) The Company shall be dissolved dissolved, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by termination of the Sole Member; (b) legal existence of the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution last remaining member of the Company specified or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event or action or period which terminates the continued membership of time specified the Member in the CertificateCompany, if any; or (c) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the bankruptcy, withdrawal or termination of the legal existence of the Member, unless the Company is continued without dissolution in accordance with the Act upon the earlier to occur of: Act, and (aiii) the written action taken by the Sole Member; (b) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. (a.) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Members, (ii) if there is only one Member; (b) , the retirement, resignation or dissolution of such Member or the occurrence of any other event or action or period which terminates the continued membership of time specified such Member in the CertificateCompany, if any; or (c) upon any event or action causing dissolution unless the business of the Company specified is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of all the Sole Member; Members to dissolve the Company, (bii) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution of the Company specified under Section 18-802 of the Act, or (iii) any time there are no members of the Company unless the Company is continued without dissolution in accordance with this Agreement or the Act.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Act upon the earlier to occur of: Act, or (aiii) the written action taken by the Sole Member; (b) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event or action or period of at any time specified in the Certificate, if any; or (c) upon any event or action causing dissolution there are no members of the Company specified unless the Company is continued in a manner permitted by the ActLaw, or (iii) the entry of a decree of judicial dissolution under the Act or applicable law.

Dissolution. a. The Company shall be dissolved dissolved, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by the Sole Member; (b) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Organizational Member; , (b) at any time there are no members of the event or action or period of time specified Company unless the Company is continued in accordance with the CertificateAct, if any; or (c) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: (ai) the written action taken by consent of the Sole Member; , (bii) the event or action or period of any time specified in the Certificate, if any; or (c) upon any event or action causing dissolution there are no members of the Company specified unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event or action or period which terminates the continued membership of time specified the Member in the CertificateCompany, if any; or (c) upon any event or action causing the entry of a decree of judicial dissolution under Section 608.449 of the Company specified in the Act.

Dissolution. The Company shall be dissolved dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act upon the earlier to occur of: or this Agreement. (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the ActSignature page follows.)

Dissolution. a. The Company shall be dissolved dissolved, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by the Sole Member; (b) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. a. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if anyR.S. 12:1318; or (ciii) upon any event or action causing entry of a decree of judicial dissolution of the Company specified in the Actunder R.S. 12:1335, as amended.

Dissolution. (a) The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of either (ai) the written action taken by consent of the Sole Member; Member(s) or (bii) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 18-802 of the Act. Except as otherwise provided in this paragraph, the Company specified in shall not be dissolved upon the Actdeath, incapacity or bankruptcy of the Member.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of the following (a) the written action taken by consent of the Sole Member; , or (b) the occurrence of any other event or action or period which terminates the continued membership of time specified the Member in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the ActCompany.

Dissolution. The Company shall be dissolved dissolved, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or by the Sole Member; (b) the event or action or period of time specified in the Certificate, if anyLLC Act; or (cii) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the LLC Act.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event or action or period of at any time specified in the Certificate, if any; or (c) upon any event or action causing dissolution there are no members of the Company specified unless the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under the Act or applicable law.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: (ai) the written action taken by consent of the Sole Member; , (bii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution of the Company specified in under Section 18-802 of the Act.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up on the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the CertificateAct, if any; or (ciii) upon any event or action causing an entry of a decree of judicial dissolution pursuant to Section 53-19-40 of the Company specified in the Act, as amended from time to time.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act upon the earlier to occur of: Act, or (aiii) the written action taken by the Sole Member; (b) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution of the Company specified in under the Act.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 17351 of the Act.

Dissolution. The Subject to the other provisions of this Agreement, the Company shall only be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by instructions of the Sole Initial Member; (b) the event or action or period entry of time specified in a decree of judicial dissolution under Section 18-802 of the Certificate, if anyAct; or (c) upon any event the sale or action causing dissolution other transfer of all, or substantially all, of the Company specified in Company’s assets outside of the Actordinary course of business.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , or (b) the termination of the legal existence of the last remaining Member or the occurrence of any other event or action or period that terminates the continued membership of time specified the last remaining Member in the Certificate, if any; Company unless the business of the Company is continued in a manner permitted by this Agreement or the Delaware Act or (c) upon any a judicial determination that an event has occurred that makes it unlawful, impossible or action causing dissolution impractical for the Company to carry on the business of the Company specified in the ActCompany.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act terminated upon the earlier to occur of: of (a) the written action taken by entry of a decree of judicial dissolution of the Sole Member; Company, (b) when otherwise determined by the event or action or period of time specified in the Certificate, if any; Member or (c) upon any event or action causing dissolution of otherwise in accordance with the Company specified in the ActLLC Law.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) the retirement, resignation, expulsion, insolvency, bankruptcy or dissolution of the Sole Member or the occurrence of any other event or action or period which terminates the continued membership of time specified the Sole Member in the CertificateCompany unless the business of the Company is continued by consent of the Sole Member within 90 days following the occurrence of any such event, if any; or (c) upon any event or action causing the entry of a decree of judicial dissolution of the Company specified in under the Act.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of the following (a) the written action taken by consent of the Sole Member; or (b) the event death, retirement, resignation, expulsion, insolvency, bankruptcy or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified Member or the occurrence of any other event which terminates the continued membership of a the Member in the ActCompany.

Dissolution. (a) The Company shall be dissolved dissolved, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by termination of the Sole Member; (b) legal existence of the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution last remaining member of the Company specified or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner required under Section 12.1(b) or this Section 12.1(a) or permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the last remaining member of the Company specified or the occurrence of any other event which terminates the continued membership of such member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the consent of the Sole Member or, if any additional members shall have been added, all Members; or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. In the absence of either of the foregoing, the Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event bankruptcy or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in Sole Member or, if any additional members shall have been added, all of the Members or as otherwise specifically required by the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; Managing Members, (b) the event or action or period entry of time specified in a decree of judicial dissolution under Section 18-802 of the CertificateAct, if any; or (c) upon at any event or action causing dissolution time there are no members of the Company, unless the Company specified is continued in accordance with the Act.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: (ai) the written action taken by consent of the Sole Member; Member (bii) the event or action or period of any time specified in the Certificate, if any; or (c) upon any event or action causing dissolution there are no members of the Company specified unless the Company is continued in accordance with the Act, or (iii) any order of a court of competent jurisdiction requiring dissolution under Section 17-76,117 of the Act, and amendments thereto.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) any time there are no members of the event or action or period of time specified Company unless the Company is continued in accordance with the CertificateAct, if any; or (c) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by direction of the Sole Member; Member or (b) the entry of a decree of judicial dissolution under Section 00-000-000 or -617 of the Act. The bankruptcy of the Member or the occurrence of any other event or action or period that terminates the continued membership of time specified in the Certificate, if any; or (c) upon any event or action causing Member shall not cause a dissolution of the Company specified in the ActCompany.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: (ai) the written action taken by consent of the Sole Member; , (bii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 17-76,116 of the Company specified in the Act.

Dissolution. (a) The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; LLC Member and a majority of the whole Board, (bii) the termination of the legal existence of the LLC Member or the occurrence of any other event or action or period that terminates the continued membership of time specified the LLC Member in the Certificate, if any; Company unless the Company is continued without dissolution in a manner permitted by this LLC Agreement or the LLC Act or (ciii) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the LLC Act.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up on the first to occur of the following events (each a “Dissolution Event”): (i) the unanimous consent of the Members; (ii) entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; and (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Actthis Agreement.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act upon the earlier Act. The Member shall continue to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified be allocated profit and loss, in the Certificate, if any; or (c) upon any event or action causing dissolution manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of the Company specified in the Act.assets shall be applied as follows:

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company specified unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. a. The Company shall be dissolved dissolved, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by the Sole Member; (b) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member unless the business of the Company specified is continued in a manner permitted by the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: (ai) the written action taken by consent of the Sole Member; , (bii) any time there are no members of the Company, or (iii) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 48-2c-1213 of the Company specified in the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act upon the earlier Act. The Member shall continue to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified be allocated profit and loss, in the Certificate, if any; or (c) upon any event or action causing dissolution manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of the Company specified in the Act.assets shall be applied as follows:

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; (bii) at any time there are no members of the event or action or period of time specified Company unless the Company is continued in a manner permitted by the Certificate, if anyLaw; or (ciii) upon any event the entry of a decree of judicial dissolution under the Act or action causing dissolution of the Company specified in the Actapplicable law.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by direction of the Sole Member; Members, or (bii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Members or the occurrence of any other event or action or period that terminates the continued membership of time specified in the Certificate, if any; or (c) upon any event or action causing Members shall not cause a dissolution of the Company specified in the ActCompany.

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of all Members, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act upon the earlier to occur of: Act, or (aiii) the written action taken by the Sole Member; (b) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution of the Company specified in under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolved, and its affairs shall be wound up upon the first to occur of the following: (I) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act upon the earlier to occur of: or this Agreement. (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the ActSignature page follows.)

Dissolution. The (a) Subject to Section 7.3, the Company shall be dissolved dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member and, so long as any Obligation is outstanding, all other members of the Company, including, without limitation, the Independent Member, if any; (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Actthis Agreement.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act only upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; Member or (bii) the event entry of a decree of judicial dissolution under Section 13.1-1047 of the Act or action or period (iii) automatic cancellation of time specified its Certificate of Organization under Section 13.1-1064. The Member shall continue to be allocated profit and loss, in the Certificate, if any; or (c) upon any event or action causing dissolution manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of the Company specified in the Act.assets shall be applied as follows:

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) the event bankruptcy or action or period dissolution of time specified in the CertificateMember, if any; or (c) upon the occurrence of any other event or action causing dissolution that terminates the continued membership of the Company specified Member in the Company, or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following events: (ai) the written action taken consent of the Member(s) to dissolve the Company, (ii) upon the sale by the Sole Member; Company of all or substantially all of its right, title, or interest in and to the Company property and the receipt by the Company of the purchase price in full or (biii) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by direction of the Sole Member; , or (bii) the entry of a decree of judicial dissolution under Section 8972 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event or action or period that terminates the continued membership of time specified in the Certificate, if any; or (c) upon any event or action causing Member shall not cause a dissolution of the Company specified in the ActCompany.

Dissolution. The Company shall be dissolved dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member (ii) the entry of a decree of judicial dissolution under Section 17351 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act upon the earlier to occur of: or this Agreement. (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the ActSignature page follows.)

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the last remaining member of the Company specified or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of (ai) the written action taken by determination of the Sole Member; Manager to dissolve, or (bii) the event sale of all or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution substantially all of the Company’s assets and business. Each Member hereby waives his, her, or its right to have the Company specified in the Actdissolved pursuant 6 Del. C. §18-802.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the resignation of the Member, (ii) the written action taken by consent of the Sole Member; Member to dissolve the Company, (biii) upon the occurrence of any event or action or period of time specified that results in the CertificateMember ceasing to be the Member of the Company under the Act (including, if any; without limitation, the death, retirement, resignation, expulsion, bankruptcy or (c) upon any event or action causing dissolution of the Company specified Member or the occurrence of any other event which terminates the continued membership of the Member in the Company) or (iv) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of all of the Sole MemberMembers; (bii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (iii) the insolvency, bankruptcy or dissolution of all of the Members; and (iv) the occurrence of any other event or action or period which terminates the continued membership of time specified all of the Members in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the ActCompany.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by direction of the Sole Member; , or (bii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event or action or period that terminates the continued membership of time specified in the Certificate, if any; or (c) upon any event or action causing Member shall not cause a dissolution of the Company specified in the ActCompany.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Managing Member; , (b) the event or action or period entry of time specified in a decree ofjudicial dissolution under Section 18-802 of the CertificateAct, if any; or (c) upon at any event or action causing dissolution time there are no members of the Company, unless the Company specified is continued in accordance with the Act.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) at any time there are no Members of the event or action or period of time specified in Company, unless the Certificate, if any; or (c) upon any event or action causing dissolution business of the Company specified is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 34-702 of the Act.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Members, (ii) the time at which there are no Members; provided that the Company shall not be dissolved and shall not be required to be wound up if the Company is continued in accordance with the Act upon the earlier to occur of: Act, or (aiii) the written action taken by the Sole Member; (b) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by the Sole Member; sole Member determines to effect such dissolution, or (bii) the event entry of an order of judicial dissolution under § 18-802 of the Act. The death (or action or period of time specified dissolution in the Certificatecase of a member that is not a natural person), if any; retirement, insanity, resignation, or (c) upon bankruptcy of the Member or the occurrence of any other event or action causing that terminates the continued membership of the Member shall not cause a dissolution of the Company specified in the ActCompany.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act upon the earlier Act. The Member shall continue to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified be allocated profit and loss, in the Certificate, if any; or (c) upon any event or action causing dissolution manner set forth in Section 3.2 during the liquidation. The proceeds from liquidation of the Company specified in the Act.assets shall be applied as follows:

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: (ai) the written action taken by consent of the Sole Member; Member (bii) the event or action or period of any time specified in the Certificate, if any; or (c) upon any event or action causing dissolution there are no members of the Company specified unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of (a) the written action taken by the Sole Member; consent of all Members, (b) the event or action or period entry of time specified in the Certificatea decree of judicial dissolution, if any; or (c) upon any event the death, withdrawal, expulsion, bankruptcy or action causing dissolution of any Member (unless, within 60 days after such event, (i) the Company specified has at least two Members, and (ii) the Majority Interest elects in writing to reconstitute and continue the Actbusiness of the Company).

Dissolution. (a) The Company shall be dissolved dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Members, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act upon the earlier to occur of: Act, or (aiii) the written action taken by the Sole Member; (b) the event or action or period entry of time specified in the Certificate, if any; or (c) upon any event or action causing a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of (a) the written action taken by the Sole Member; consent of all Members, (b) the event sale or action or period other disposition of time specified in substantially all of the CertificateCompany's assets, if any; or (c) upon any event or action causing dissolution the entry of the Company specified in the Acta decree of judicial dissolution.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of the following (a) the written action taken by consent of the Sole Member; , (b) the death, retirement, expulsion, insolvency, bankruptcy or dissolution of the Member or the occurrence of any other event or action or period which terminates the continued membership of time specified the Member in the CertificateCompany provided that the Company shall not be dissolved if, if any; within 90 days after any such event, or (c) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; (b) at any time that there is no member of the event or action or period of time specified in Company, unless the Certificate, if anyCompany is continued pursuant to the Act; or (c) upon any the occurrence of an event or action causing a dissolution of the Company specified in under Section 18-801 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (a) the written action taken by term stated in the Sole Member; Certificate expires or (b) upon the event or action or affirmative decision of the Member to liquidate and/or dissolve the Company. During the period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution winding up of the Company specified in affairs of the ActCompany, the rights and obligations of the Member under this Agreement shall continue.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of the following (a) the written action taken by consent of the Sole Member; , (b) the event resignation, expulsion, insolvency, bankruptcy or action or period dissolution of time specified in the CertificateMember, if any; or (c) upon the occurrence of any other event or action causing dissolution which terminates the continued membership of the Company specified Member in the ActCompany.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) the retirement, resignation, expulsion, bankruptcy or death of the Member or the occurrence of any other event or action or period that terminates the continued membership of time specified the Member in the Certificate, if any; Company or (c) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the Act.

Dissolution. (a) The Company shall be dissolved dissolved, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by termination of the Sole Member; (b) legal existence of the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution last remaining member of the Company specified or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Act.Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; Board of Managers, (b) approval of the event or action or period of time specified in dissolution by the CertificateMember, if any; or (c) upon any event the bankruptcy or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company specified in or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there are no members of the Company unless the Company is continued in accordance with the Act upon the earlier Act. The Member shall continue to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified be allocated profit and loss, in the Certificate, if any; or (c) upon any event or action causing dissolution manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of the Company specified in the Act.assets shall be applied as follows:

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , or (bii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event or action or period that terminates the continued membership of time specified in the Certificate, if any; or (c) upon any event or action causing Member shall not cause a dissolution of the Company specified in the ActCompany.

Dissolution. (a) The Company shall be dissolved and its affairs shall be wound up upon the earliest to occur of any of the following: (i) the decision of the Member in writing to dissolve the Company, (ii) the entry of a decree of judicial dissolution of the Company under § 18-802 of the Act, or (iii) at any time there are no members of the Company unless the Company is continued without dissolution in accordance with the Act upon the earlier to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the Act.

Dissolution. 14.1. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under the Act.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act up, upon the earlier first to occur ofof the following events: (a) The expiration of the written action taken by the Sole Member; (b) the event or action or period term of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution existence of the Company specified set forth in the Articles and this Agreement; The decision of the Member; Upon entry of a decree of administrative dissolution under Section 1591 et. seq. of the Act. Upon the occurrence of any Event of Dissolution, a certificate of dissolution containing the information required by the Act shall be delivered to the Secretary of State for filing.

Dissolution. a. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; , (bii) at any time there are no Members of the event or action or period of time specified in Company, unless the Certificate, if any; or (c) upon any event or action causing dissolution business of the Company specified is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 304-C:51 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; , (b) the bankruptcy, death, dissolution, expulsion, incapacity or withdrawal of the Member or the occurrence of any other event or action or period which terminates the continued membership of time specified the Member in the CertificateCompany, if any; or (c) upon any event or action causing the entry of a decree of judicial dissolution of the Company specified in under the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of all the Sole Member; members of the Company, (bii) the event bankruptcy or action or period dissolution of time specified in all the Certificate, if any; or (c) upon any event or action causing dissolution members of the Company specified or the occurrence of any other event which terminates the continued membership of all the members in the Company or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof any of the following events: (a) The written consent of a Majority-in-Interest of the written action taken by the Sole MemberMembers; (b) The entry of a decree of judicial dissolution under the event Act, or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing an administrative dissolution of the Company specified in pursuant to the Act.; (c) The sale, exchange, or other disposition of all or substantially all the assets of the Company. The Company shall not be dissolved upon the occurrence of a Withdrawal Event with respect to any Member unless there is no remaining Member or Unit Holder. 12.2

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur of: of the following (ai) the written action taken by consent of the Sole Member; Manager, (bii) the event death, disability or action bankruptcy or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution withdrawal of the Company specified in last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 29-1048 of the LLC Act.

Dissolution. (a) The Company shall be dissolved and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; LLC Member and a majority of the whole Board, (bii) the termination of the legal existence of the Sole LLC Member or the occurrence of any other event or action or period that terminates the continued membership of time specified the Sole LLC Member in the Certificate, if any; Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act or (ciii) upon any event or action causing the entry of a decree of judicial dissolution under Section 18-802 of the Company specified in the LLC Act.

Dissolution. The Company shall be dissolved will dissolve and its affairs shall business will be wound up in accordance with the Act upon the earlier first to occur ofof the following: (a) the written action taken by consent of the Sole Member; (b) the withdrawal of the Member or the occurrence of any other event or action or period which terminates the continued membership of time specified the Member in the Certificate, if anyCompany; or (c) upon any event or action causing the entry of a decree of judicial dissolution of the Company specified in under the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Member; Members and the Manager, (bii) the event death, disability, bankruptcy or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution withdrawal of the Company specified in last remaining Member and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member; (ii) the entry of a decree of by a court requiring the winding up or dissolution of the Company under Section 11.051(5) of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act upon the earlier to occur of: or this Agreement. (a) the written action taken by the Sole Member; (b) the event or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Company specified in the ActSignature page follows.)

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be ----------- wound up in accordance with the Act upon the earlier first to occur of: of the following (a) the written action taken by consent of the Sole Member; , (b) the event death, retirement, resignation, expulsion, insolvency, bankruptcy or action or period dissolution of time specified in the CertificateMember, if any; or (c) upon the occurrence of any other event or action causing dissolution which terminates the continued membership of the Company specified Member in the ActCompany.

Dissolution. (a) The Company shall be dissolved dissolve, and its affairs shall be wound up in accordance with the Act upon the earlier first to occur ofof the following: (ai) the written action taken by consent of the Sole Managing Member; , (bii) the event retirement, resignation or action or period of time specified in the Certificate, if any; or (c) upon any event or action causing dissolution of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company specified unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Dissolution. The Company shall be dissolved dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act upon the earlier Act. The Member shall continue to occur of: (a) the written action taken by the Sole Member; (b) the event or action or period of time specified be allocated profit and loss, in the Certificatemanner set forth in Section 3.3, if any; or (c) upon any event or action causing dissolution during the liquidation. The proceeds from liquidation of the Company specified in the Act.assets shall be applied as follows: