- 91 - 4.2.3.4.3. the balance, to the Interest Holders in proportion to their Percentages. * * * * * * * 4.4. Liquidation and Dissolution. 4.4.1. If the Company is liquidated, the assets if the Company shall be distributed to the Interest Holders in accordance with the balances in their respective Capital Accounts, after taking into account the allocations of Profit or Loss pursuant to Section 4.1 or 4.2, if any, and distributions, if any, of cash or property, if any, pursuant to Sections 4.1 and 4.2.3. * * * * * * * 4.5.1. Except as otherwise provided in this Agreement, the timing and amount of all distributions shall be determined by the Members holding a majority of the Percentages then outstanding. * * * * * * * SECTION V Management: Rights, Powers and Duties 5.1. Management. 5.1.1. General Manager. The Company shall be managed by a General Manager, who may, but need not, be a Member. Anna Mirowski is hereby designated to serve as the initial General Manager. 5.1.2. General Powers. The General Manager shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs, including without limitation, for Company purposes, the power to: 5.1.2.1. acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible;Page: Previous 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 NextLast modified: March 27, 2008