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Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - ActionARTICLE XIIIDISSOLUTION AND WINDING UPSection 13.1 Events of Dissolution and Continuance of the Company. Except asprovided below, the Company shall be dissolved and its affairs wound up, upon the first tooccur of the following events (which shall constitute "Dissolution Events", or, individually, a"Dissolution Event"):(a) The affirmative vote of a majority of all the UT Directors and the affirmative vote ofa majority of all the Methodist Directors, which such majority must include the affirmativevotes of both the Methodist CEO and the UTCOM Executive Dean, to dissolve the Company;8(b) Participation by the Company in a merger in which the Company is not the survivingorganization; or(c) The occurrence of any other event that causes the dissolution of a limited liabilitycompany under the Act.Section 13.2 Effect and Notice of Dissolution. Upon the occurrence of a DissolutionEvent, the Company shall deliver notice of dissolution to the Secretary of State for filing, inaccordance with the Act. Upon dissolution, the Company shall cease carrying on the Companybusiness, except insofar as may be necessary for the winding up of its business, but theCompany is not terminated, and continues until the winding up of the affairs of the Company iscompleted and articles of termination have been accepted by the Secretary of State for filing.Section 13.3 Distribution of Assets on Dissolution. Upon the occurrence of aDissolution Event, the Company shall continue solely for the purposes of winding up its affairsin an orderly manner, liquidating its assets, and satisfying the claims of its creditors andMembers. Subject to the further provisions of this Article, the assets of the Company shall beliquidated to the extent determined to be appropriate by the Member, and the proceeds thereof,together with such assets as the Member determines to distribute in kind shall be applied anddistributed in the following order: (a) first, to creditors, including the Member to the extent theMember is a creditor, in satisfaction of liabilities of the Company (whether by payment or bymaking of reasonable provision for payment) other than liabilities for distributions to theMember; and (b) the balance, if any, to the Member. Notwithstanding the foregoing, upondissolution of the Company, assets shall be distributed for one or more exempt purposes withinthe meaning of Section 501(c)(3) of the Internal Revenue Code, i.e. charitable, educational,religious or scientific, or corresponding section of any future federal tax code, or shall bedistributed to the federal government, or to a state or local government for a public purpose.Section 13.4 Winding Up and Articles of Termination. The winding up of the Companyshall be completed when all debts, liabilities, and obligations of the Company have been paidand discharged or reasonably adequate provision therefor has been made, and all of theremaining Property and assets of the Company have been distributed to the Member. Upon thecompletion of winding up of the Company, articles of termination shall be delivered to thePage 17214
Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - ActionSecretary of State for filing. The articles of termination shall set forth the information requiredby the Act.ARTICLE XIVMISCELLANEOUS PROVISIONSSection 14.1 Entire Agreement. This Agreement and the Affiliation Agreement representthe entire agreement of the matters contained herein. In the event that any provision of thisOperating Agreement or Affiliation Agreement shall conflict with any provision of the Act orother applicable law, the terms of this Operating Agreement and the Affiliation Agreement shallcontrol, unless specifically prohibited by applicable law.8Section 14.2 Rights of Creditors and Third Parties. This Agreement is entered into by theMember for the exclusive benefit of the Company, the Member, and their successors andassigns. This Agreement is expressly not intended for the benefit of any creditor of theCompany or any other person or entity. Except and only to the extent provided by applicablestatute, no such creditor or third party shall have any rights under this Agreement or anyagreement between the Company or the Member with respect to any Capital Contribution orotherwise.Section 14.3 Governing Law. This Agreement shall be governed, construed and enforcedin accordance with the laws of the State of Tennessee, without regard to conflicts of lawprinciples.Section 14.4 Severability. Whenever possible, each provision of this Agreement shall beinterpreted in such a manner as to be effective and valid under applicable law, but if anyprovision of this Agreement shall be deemed prohibited or invalid under such applicable law,such provision shall be ineffective only to the extent of such prohibition or invalidity, and suchprohibition or invalidity shall not invalidate the remainder of such provision or the otherprovisions of this Agreement.Section 14.5 Policies and Procedures. All policies and procedures that apply toemployees of Methodist Le Bonheur Healthcare (including its Affiliates and subsidiaries, asapplicable) shall also apply in all respects to the employees of the Company.Section 14.6 Writing Required; Amendment. This Agreement, any and all amendmentshereto, and any restated operating agreement of the Company, shall be in writing, and allprovisions of any such amendment or agreement shall be set forth in a single integrateddocument. For purposes of this provision, a document and all duly adopted amendments theretoshall be deemed to constitute a "single integrated document." This Agreement shall not beamended except as set forth in Section 9.19 of this Agreement.Section 14.7 Notices. Any Notice shall be sent by (a) first class, regular, registered orcertified mail; (b) commercial delivery service; (c) air or other overnight delivery service; (d)facsimile, electronic mail or other form of electronic transmission; or (e) hand delivery, to theparty to be notified addressed as follows: if to the Company, to the Company at the address setforth in Section 2.3 hereof, or to such other address as the Company may from time to timePage 18215
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