2016-699 Emergency Svc - LifeStar Emergency Services -2023, LLC - Application for Services Franchise by Ordinance

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11.3 Liquidation of Assets Upon Dissolution. Upon the happening of any of the events specified in Section 11.1(a) and, if applicable, the failure to continue the business of the Company as permitted by Section 11.1(b), the Managers, or any liquidating trustee ("Liquidator") elected by (i) a Majority in Interest of the Members, or(ii)the assignee or fiduciary of the last remaining Interest Owner, as appropriate,will commence as promptly as practicable to wind up the Company's affairs. A reasonable time as determined by the Managers or Liquidator, as appropriate, not to exceed eighteen (18) months shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to the creditors so as to minimize any losses attendant upon dissolution. 11.4 Liquidating Distributions. The Interest Owners will continue to share in Company distributions, income, gain and loss during the period of liquidation in the manner set forth in Articles VI and VII of this Agreement. All Liquidation Proceeds received upon the liquidation of the Company, including repayment of any debts of Interest Owners to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority: (a) first, to creditors, including Interest Owners who are creditors; in the order of priority as provided by law,except those to Interest Owners on account of their Capital Contributions; and (b) thereafter, any remainder shall be distributed to the Interest Owners of the Company, pro rata, in proportion to their respective Adjusted Capital Account balances. 11.5 Distributions in Kind. If any assets of the Company are distributed in kind, such assets shall be distributed to the Interest Owners entitled thereto as tenants-in-common in the same proportions as the Interest Owners would have been entitled to cash distributions if such property had been sold for cash and the net proceeds thereof distributed to the Interest Owners. In the event that distributions in kind are made to the Interest Owners upon dissolution and liquidation of the Company, the Capital Account balances of such Interest Owners shall be adjusted to reflect the Interest Owners' allocable share of gain or loss which would have resulted if the distributed property had been sold at its fair market value. ARTICLE XII-MISCELLANEOUS PROVISIONS 12.1 Notice. (a) All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing,except as otherwise provided herein for the calling of meetings. (b) All written notices, demands and requests to be sent to any Interest Owner pursuant to this Agreement shall be deemed to have been properly given or served if addressed to such Person at the address as it appears on the Company records and (i) personally delivered, (ii) deposited for next day delivery by Federal Express, or other similar overnight courier services, (iii) deposited in the United States mail, prepaid and registered or certified with return receipt requested, or (iv) transmitted via telecopier or other similar device to the attention of such Person with receipt acknowledged. (c) All notices, demands and requests so given shall be deemed received: (i) when actually • received, if personally delivered, deposited for next day delivery with an overnight courier or telecopied, or(ii) as indicated upon the return receipt if deposited in the United States mail. (d) The Interest Owners shall have the right from time to time, and at any time during the term of this Agreement, to change their respective addresses by delivering to the other parties written notice of such change in the manner prescribed in Section 12.1(b). (e) All distributions to any Interest Owner shall be made at the address at which notices are sent unless otherwise specified in writing by any such Interest Owner. 15