GCBH ASO LLC OPERATING AGREEMENT 4th FINAL REDLINE 091818

Home Browse Search

ASO OPERATING AGREEMENT Page 21 of 33 remaining in the manner provided in Section 11.2.3 below; 11.2.3 By the end of the fiscal year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation), to the County Authorities in proportion to the positive balances of their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year during which the liquidation occurs (other than those made pursuant to this Section 11.2.3). 11.3 Termination. The Executive Committee shall comply with any applicable requirements of applicable law pertaining to the winding up of affairs of the ASO and the final distribution of its assets. Upon completion of the winding up, liquidation and distribution of the assets, the ASO shall be deemed terminated. 11.4 Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefore and all of the remaining property and assets have been distributed to the County Authorities, the Executive Committee shall file a certificate of cancellation. Upon filing the certificate of cancellation, the existence of the ASO shall cease, except as otherwise provided in the LLC Act. 11.5 Return of Contribution Nonrecourse to Other County Authorities. Except as provided by law or as expressly provided in this Agreement, upon dissolution each County Authority shall look solely to the assets of the ASO for the return of its Capital Contributions, if any. Return of Capital Contributions shall be made on a pro rata basis reflecting the County Authorities' Percentage Interests. If the property remaining after the payment or discharge of liabilities of the ASO is insufficient to return the contributions to the County Authorities, no County Authority shall have recourse against any other County Authority, the ASO or GCBH Administrator. ARTICLE 12 -- MISCELLANEOUS PROVISIONS 12.1 Notices. Any notice, demand, or communication required or permitted under this Agreement shall be deemed to have been duly given if delivered personally to the party to whom directed or, if mailed by registered or certified mail, postage and charges prepaid, addressed: (a) if to a County Authority, to the County Authority's address specified in the attached Exhibit A; (b) if to the ASO, to the address specified in Section 2.3 of this Agreement; and (c) if to the GCBH, LLC Administrator to the address specified in Section 2.3. Except as otherwise provided herein, any such notice shall be deemed to be given when personally delivered or, if mailed, three (3) business days after the date of mailing. A County Authority, the ASO or the GCBH, LLC Administrator may change its address for the purposes of notices hereunder by giving written notice to the others specifying such changed address in the manner specified in this Section 12.1 of this Agreement. Notwithstanding the foregoing with respect to ordinary communications between the County Authorities, the Executive Committee representatives and the GCBH, LLC Administrators communication via email is permitted.