Company in liquidation. Agreement was signed in 2022 in case of liquidation: any such event, an “Iconic Liquidity Event”), Iconic Brands shall, whether or not it is then a Member or otherwise has an ownership or other interest in the Company, within ten (10) business days of the date of occurrence of such Iconic Liquidity Event, notify each Member in writing of the occurrence of such Iconic Liquidity Event and engage, at its expense, an independent third-party appraiser reasonable acceptable to the Minority Member (the “Appraiser”) to determine the enterprise value of the Company (the “Company Value”), which determination shall be completed within thirty (30) days of the date of such Iconic Liquidity Event…… pon dissolution of the Company, the Company shall be terminated, and the Manager, or if there is no Manager, such other Person(s) appointed in accordance with applicable law to wind up the Company’s affairs (the “Liquidator(s)”) shall liquidate the assets of the Company as promptly as possible, but in an orderly and businesslike manner so as to not involve undue sacrifice. The proceeds of liquidation shall be applied and distributed in the following order of priority:
(a) first, to the payment of the debts and liabilities of the Company (other than any loans or advances made by any of the Members to the Company) and the expenses of liquidation;
(b) second, to the creation of any reserves that the Liquidator(s) deem(s) reasonably necessary for the payment of any contingent or unforeseen liabilities or obligations of the Company arising out of or in connection with the business and operation of the Company;
(c) third, to the payment of any loans or advances made by any of the Members to the Company; and
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