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LLC Dissolution Agreement

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LLC Dissolution Agreement

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									                       Agreement for Dissolution and Winding Up of
                       ___________________________________, LLC

       This Dissolution Agreement is entered into effective as of the                      (the
“Effective Date”) among                    (the “Managing Member”),


                 (the “Members”), and                              ,a
limited liability company (“the Company”), to provide for the dissolution and orderly winding up
of the Company’s business;

                                     RECITALS:

       A. The Managing Member and the Members are all the members of the Company,
formed pursuant to Articles of Organization filed with the
Secretary of State on                        , and pursuant to an Operating Agreement dated as
of                            ; and

      B. Pursuant to a Loan Agreement dated as of                           (the “Loan
Agreement”), each of the Members loaned amounts to the Managing Member to allow him to
make his capital contribution under the Operating Agreement; and

     C. The Members and the Managing Member desire to liquidate and dissolve the
Company, on the terms and conditions set forth herein;

       Now, Therefore, the parties agree as follows:

         Section 1. Dissolution. By agreement of the Members and the Managing Member, the
Company shall be dissolved as of the Effective Date, and the parties agree that the Company
shall be wound up and liquidated. Between the date of this Agreement and the final distribution
of all assets of the Company ("the Winding-Up Period") the Managing Member shall ta
								
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