12.3 winding up, liquidation and distribution of assets.
(a) upon dissolution, an accounting shall be made by the company's manager of the accounts of the company and of the company's assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. the manager shall immediately proceed to wind up the affairs of the company.
(b) if the company is dissolved, other than a dissolution which is caused by a reorganization, and its affairs are to be wound up, the manager shall:
(1) sell or otherwise liquidate all of the company's assets as promptly as practicable (except to the extent that particular assets are to be distributed to members as provided in (4) below and except to the extent that the manager may determine to distribute in kind any assets to one or more equity owners);
(2) allocate any profit or loss resulting from such sales to the equity owners' capital accounts in accordance with article 9 hereof, provided however, that any such profit or loss (including profit or loss pursuant to section 12.3(b)(5) below), shall first be allocated to the equity owners so as to cause the capital account of each equity owner (after taking into account any adjustment pursuant to this agreement in connection with any redemption and/or sale of the preferred units pursuant to section 10.5) to be proportionate to the capital account of each other equity owner on the basis of the number of common units held by each respective equity owner;
(3) discharge all liabilities of the company, including liabilities to equity owners who are also creditors, to the extent otherwise permitted by law, other than liabilities to equity owners for distributions and the return of capital, and establish such reserves as may be reasonably necessary to provide for contingent liabilities of the company (for purposes of determining the capital accounts of the equity owners, the amounts of such reserves shall be deemed to be an expense of the company);
(4) subject to section 9.4(b), distribute the remaining assets to the equity owners in accordance with their positive capital account balances:
(i) first, distribute to each of the initial members an undivided onehalf interest, or, pursuant to subsection (c) below, distribute to fff the entire interest, as applicable, in all intellectual property rights of the company. nii and its affiliates, and each initial member, as applicable, shall be entitled to use such intellectual property distributed pursuant to this subsection (i) in any manner without notice or accounting to the other;