Such liquidating distributions shall be made by the end of the Company's
taxable year in which the Company is liquidated, or, if later, within ninety
(90) days after the date of such liquidation.
9.6 Limitations on Payments Made in Dissolution. Each Member shall be
entitled to look solely to the assets of the Company for the return of such
Member's positive Capital Account balance. Notwithstanding that the assets of
the Company remaining after payment of or due provision for all debts,
liabilities, and obligations of the Company may be insufficient to return the
Capital Contributions or share of Net Profits reflected in such Member's
positive Capital Account balance, a Member shall have no recourse against the
Company or any other Member.
9.7 Certificate of Cancellation. Upon completion of the winding up of the
affairs of the Company, the Manager, as an authorized person, shall cause to be
filed in the office of the Delaware Secretary of State, an appropriate
certificate of cancellation.
9.8 Termination. The Company shall terminate when all of the assets of the
Company have been distributed in the manner provided for in this Article IX, and
the certificate of cancellation is filed in accordance with Section 9.7.
9.9 No Action for Dissolution. Except as expressly permitted in this
Agreement and to the fullest extent permitted by law, a Member shall not take
any voluntary action that directly causes a dissolution of the Company.
9.10 Bankruptcy of a Member. The bankruptcy (as defined in the Act) of a
Member shall not cause the Member to cease to be a Member of the Company, and
upon such an event, the Company shall continue without dissolution.
10.1 Complete Agreement. This Agreement (including any schedules or
exhibits hereto), any documents referred to herein or therein (the "TRANSACTION
DOCUMENTS"), and the Certificate contain the entire understanding of the parties
with respect to the subject matter hereof. There are no restrictions,
agreements, promises, representations, warranties, covenants or undertakings
with respect to the subject matter hereof other than those expressly set forth
or referred to herein. Except for the Transaction Documents, this Agreement
supersedes all prior agreements and understandings between the parties with
respect to its subject matter. The parties acknowledge that this Agreement
contains provisions that are not yet effective because they relate to the
transactions described in recitals E and F contemplated but not yet consummated.
The relevant provisions shall be given effect only upon and to the extent of the
consummation of each of such transactions on the Class C Common Measuring Date
and the Class D Common Measuring Date.
10.2 Binding Effect. Subject to the provisions of this Agreement relating
to transferability, this Agreement shall be binding upon and inure to the
benefit of the Members, and their respective successors and assigns.