Distribution of assets

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    On the winding up and termination of a limited liability company, the assets shall be distributed as follows:

        (1)    To creditors, including members who are creditors, to the extent permitted by law, in satisfaction of the liabilities of the limited liability company; and

        (2)    Unless otherwise agreed, to the members in proportion to their respective capital contribution values, after the capital contribution values are adjusted by:

            (i)    Adding to the members’ capital contribution values their respective shares of the profits of the limited liability company; and

            (ii)    Deducting from the members’ capital contribution values their respective shares of the losses of the limited liability company and all distributions previously received by the members.


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