ORDERED that this motion (#001) by the plaintiffs for partial summary judgment dissolving 27th Street, LLC, pursuant to its operating agreement or the Limited Liability Company Law §702 is considered thereunder and is granted to the extent set forth herein; and it is further

By the filing of a summons and complaint in August of 2013, the plaintiffs commenced this action for declaratory and other relief with respect to operation and control of the limited liability company that is named as a co-plaintiff in the caption which is also referred to as 27th Street Associates, LLC. The company was formed in 2005 for the purpose of purchasing a tract of real property in Queens, New York and developing it with condominium housing. While real property suitable for such purpose was purchased in 2006, construction has not yet commenced.

Under the terms of an October 18, 2005 Operating Agreement executed by the individual parties to this action, ownership interests of such parties in 27th Street Associates, LLC, were aligned in two groups. The SHIRIAN group is comprised of the first two named defendants, each of whom were vested with a 25% ownership in the company. The members of the Shirian group were charged, collectively, with responsibility for providing, on behalf of the group, $1,575,000.00 in start up monies and thereafter, a percentage of loan monies not exceeding 35-40% of that required for company purposes. In addition, the Shirian group members were charged, collectively, with supervision and management of development and construction [*2]operations and management and with day to day operations of all trades, contractors and construction (see Operating Agreement ¶¶ 5; 6[c]).

The second ownership group is comprised of the remaining individual parties, namely, plaintiff, Edward Flax, and the Axelrod and Gordon defendants. This group's name was denominated as EMMY and the ownership interests of its members were listed as follows: plaintiff Flax - 21.25%; defendants Gary Axelrod and Robert Gordon, - 10.625%, each; defendant Craig Axelrod - 7.5%. Under the terms of the Operating Agreement, the members of this group were charged, collectively, and credited with initial cash contributions of $2,925,000.00 and were further charged with posting 60-65% of monies required by the company for its business purposes. In addition, the members of the EMMY group are charged with satisfying the financial and administrative needs of the company's business including procurement of institutional financing, the preparation of financial reports and analysis and the rendering of bookkeeping and accounting services (see Operating Agreement ¶¶ 5; 6[b]).

In ¶ 6(d) of the Operating Agreement, a performance default is defined as a default in the performance of the duties and obligations of either group that is substantial and material. When any such group default occurs and the same is not cured after twenty days notice of such default having issued by the non-defaulting group, such group may retain the services of unrelated parties to perform the obligations of the non-performing group, with the costs thereof being deducted from any payments or distributions payable to the non-performing group (see Operating Agreement ¶ 6[d]).

The management of the company is vested under the terms of the Operating Agreement "in its Members acting as Managers" and "[a]ll decisions shall require the unanimous consent of the Managers", although, individual members of either of the two groups may designate any other member of their same group as proxy for purposes of decision making (see Operating Agreement at ¶ 7[a]). Any dispute between "Members acting as Managers", which "prohibits the proper continuation of the Company's business" shall result in "the Company being dissolved and its assets sold in bulk liquidation in accordance with Section 13", subject to the following three conditions: 1) an offer by one group to buy-out the other group, which if accepted, shall result in the offering group's acquisition of the interests of the selling members; 2) if neither group offers a buy-out, either group may obtain an offer to purchase the assets of the company from a third party and then either group may offer to purchase the interests of the other group at the price and under the terms of the third-part offer; 3) if both groups offer to purchase at such price and under such terms, the membership group offering the highest price shall be the purchaser at that price, but if neither group raises its price, then the assets of the company shall be sold to the outside party (see id. at ¶ 7[b]).

The Operating Agreement further provides for dissolution and for termination of the company in ¶13. Dissolution of the company occurs upon the death, retirement, resignation, expulsion, bankruptcy or dissolution of all of the Members of any group, or any other occurrence which terminates a group's membership interest in the Company, except where, within 180 days [*3]of such event, the Member of the other group vote to continue the business of the company (see Operating Agreement ¶13[a]). Notably, none of event terms including the terms "termination" or "terminates", "resignation", "expulsion" or "dissolution of all Members of any group" are defined nor are they otherwise employed in the Operating Agreement. Under the remaining subparagraphs of ¶ 13, dissolution of the company shall also occur upon the following; 1) sale or transfer of substantially all of the assets of the company; 2) the cessation of its business operations; 3) the unanimous vote of the members to dissolve and terminate the company; or 4) upon a dissolution occurring by judicial decree; or 5) a default by a Group of Members under ¶ 6(d) of the Operating Agreement and the election by the other group to dissolve.

In the complaint filed herein, the following four causes of action are asserted: 1) a judicial declaration dissolving the company pursuant to ¶¶ 7 and/or 13 of the Operating Agreement and declaring that the plaintiffs are entitled to liquidate the company's real property; 2) specific performance of the Operating Agreement; 3) judicial dissolution of the company pursuant to LLCL §702; and 4) demands for damages due to the defendants' purported breaches of the Operating Agreement. Underlying these claims are allegations that in 2012, serious disputes between plaintiff Flax and the other members of the company developed resulting in a deadlock with respect to the company's business that is so severe that its development purposes may not be accomplished nor may it continue as going concern. The SHIRIAN group members are also charged with a bad faith attempt to oust plaintiff Flax from the company by their institution of a "baseless" law suit charging Flax with breaches of fiduciary duties owing to them, the other members of the company and to the company itself. The SHIRIAN group members are also charged herein with repeated wrongful refusals of the plaintiff's requests to buy-out his interests in the company or to purchase their interests. The defendant members of the EMMY group are likewise charged with such wrongful refusals and with breaching their obligations to pay capital contributions and with inaction and/or dereliction of their duties as EMMY group members. Also asserted is the inactivity of the company, since no construction has been commenced in its nearly nine year history.

By the instant motion, the plaintiffs seek "partial summary judgment dissolving 27th Street, LLC, pursuant to Limited Liability Company Law §702 ["LLCL"]. While, this denomination of their motion appears to limit the plaintiffs' application to a request for summary judgment on the Third cause of action in which dissolution under LLCL §702 is demanded, the allegations in the supporting papers go beyond this statutory cause of action and include references to the First cause of action wherein they seek the following judicial declaration: "Plaintiffs are entitled to a judgment requiring dissolution of the company and declaring that the plaintiffs are entitled to liquidate/sell the real property at 42-06-08,10, 27th Street, Long Island City, New York". In this regard, it is noted that plaintiff Flax makes repeated references to the various dissolution provisions in the Operating Agreement set forth in ¶¶ 7 and 13 and that he "requests the court to grant the instant application and issue a decree of dissolution and order that 27th Street Associates, LLC be dissolved and its assets sold in bulk liquidation in accordance with the terms of the of the Operating Agreement of the 27th Street Associates LLC and New York State Limited Liability Company Law §702" (see Affidavit of Edward Flax in support of motion [*4]at ¶ 12). Plaintiff Flax amplifies the allegations advanced in his complaint by asserting that the EMMY defendants recent change in advocating for development of the premises as proposed by the Shirian group rather than its sale as suggested by Flax, is evidence that these defendants are now siding with the two member SHIRIAN group rather than with him. Such conduct allegedly constitutes a breach of the EMMY defendants' obligations under the agreement and presents an insurmountable obstacle toward the EMMY group's ability to function as a group and proceed with business decisions. In addition, plaintiff Flax claims that such conduct on the part of his fellow EMMY members and their failure to pay their capital contributions has caused a "dissolution" of the EMMY group within the contemplation of ¶13(a) of the Operating Agreement thereby warranting a declaration of dissolution pursuant thereto (see id., ¶11)

The plaintiffs' counsel argues that because the EMMY member defendants failed to pay their capital contributions, as they were paid by defendant Flax, the EMMY defendants have no claim to the assets of the company and that the lack of a proprietary or financial interest precludes the EMMY defendants from exercising any decision making authority with respect to the company (see Affirmation of plaintiff's counsel in support of motion ¶14). Counsel further contends, among other things, that the unanimous decision making required by all members under ¶ 7(a) of the Operating Agreement is impossible under the circumstances thus warranting contractual and/or statutory dissolution (see id., at ¶¶ 14-16).

Limited Liability companies in New York are creatures of a statute known as the Limited Liability Company Law ("LLCL"). Such companies are defined as "an unincorporated organization of one or more persons having limited liability ... other than a partnership or trust" (LLCL 102[m]). Pursuant to LLCL § 203(d), "[a] limited liability company is formed at the time of the filing of the initial articles of organization with the department of state or at any later time specified in the articles of organization ... This filing of the articles of organization shall, in the absence of actual fraud, be conclusive evidence of the formation of the limited liability company as of the time of filing or effective date if later ... A limited liability company formed under this chapter shall be a separate legal entity, the existence of which as a separate legal entity shall continue until the cancellation of the limited liability company's article of organization."

LLCL §417 mandates that the members of a limited liability company adopt an operation [*5]agreement which is defined in LLCL §102(u) as "any written agreement of the members concerning the business of a limited liability company and the conduct of its affairs." LLCL 417(a) mandates that the operating agreement contain "provisions not inconsistent with law ... relating to (I) the business of the limited liability company, (ii) the conduct of its affairs and (iii) the rights, powers, preferences, limitations or responsibilities of its members [and] managers." Notwithstanding the mandate of LLCL §417, the absence of an operating agreement does not render company action void or voidable but simply subjects it to governance by the default provisions of the LLCL (see In re Eight of Swords, LLC, 96 AD3d 839, 946 NYS2d 248 [2d Dept 2012]).

Article 7 of the Limited Liability Company Law governs dissolution of the company. LLCL § 701 provides that where dissolution is addressed in the operating agreement, dissolution occurs, first, upon the latest date on which the company is to dissolve under the terms of the articles of organization or operating agreement or upon the happening of an event set forth therein or upon the entry of a decree of judicial dissolution pursuant to LLCL §702 (see LLCL §701 [emphasis added]). LLCL §702 governs judicial dissolution and provides as follows: "[o]n application by or for a member, the supreme court in the judicial district in which the office of the limited liability company is located may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement" (LLCL §702; [emphasis added]). Under LLCL § 703, the court may appoint a receiver or "liquidating trustee" to wind up the affairs of the company while §704 mandates that, in the event of dissolution, a dissolution order be issued under which the assets shall be distributed, beginning with all creditors.

Where an operating agreement does not address certain topics, appellate case authorities have instructed that a limited liability company is bound by the "default" requirements set forth in the LLCL (see In re 1545 Ocean Ave., LLC, 72 AD3d 121, 893 NYS2d 590 [2d Dept 2010]). Accordingly, where there is no operating agreement, or where one exists but does not provide for dissolution, the provisions of LLCL § 702 alone control the company's dissolution (see id.; Natanel v Cohen, 43 Misc 3d 1217, 988 NYS2d 524, 524, [Sup. Ct. Kings County 2014]; see also In re the Sieni v Jamsfab, LLC, 2013 WL 3713604 [Sup Ct. Suffolk County 2013]). Where, however, a dissolve date is set forth in the articles of organization or operating agreement or where one or more event-based dissolution occurrences is addressed in the operating agreement, dissolution occurs upon the happening of the first of those to occur, and if none have so occurred, then upon the entry of a decree for judicial dissolution pursuant to LLCL §702 (see LLCL §701).

Here, it is not disputed that the Operating Agreement of the subject company provides for its dissolution upon the happening of certain specified events. Under the above cited statutory and case authorities, dissolution of the company under the operating agreement or under LLCL §702 are alternately available to plaintiff Flax notwithstanding that his claim for statutory dissolution was not brought by a petition styled in the form of a special proceeding petition. His plenary claim for relief under LLCL§ 702 may summarily determined in accordance with the CPLR Article 4 upon the simple expedient of the court's conversion of that claim into such form [*6]pursuant to CPLR 103(c) (see LLCL §702; CPLR 103[c]). It is clear, however, that the contractual claim for dissolution, which is properly advanced herein as a First cause of action, plenary claim for declaratory relief, enjoys priority over the statutory claim provided by LLCL §701. If successfully prosecuted, this contractual dissolution claim will extinguish the statutory claim under LLCL § 702 that initially co-existed with the contractual claim albeit, in the alternative, in view of the priorities dictated by LLCL § 701. Consequently, the court will first consider the plaintiffs' entitlement to a declaration that dissolution has occurred under the terms of the operating agreement as demanded in the First cause of action advanced in the complaint.Rejected as unmeritorious, are the plaintiffs' claims that a dissolution of the EMMY group occurred thereby triggering dissolution under ¶ 13(a) of the Operating Agreement. This provision requires the "dissolution of all of the members of any group". Assuming, without so finding, that individuals who are members of a group are capable of being dissolved by a "dissolution", there is no claim that plaintiff Flax, a member of such group, was dissolved.

Nor is there merit in the plaintiffs' claim that the failure of the Emmy member defendants to pay their capital contributions constitutes an event warranting company dissolution under ¶ 13(f), which provides for dissolution of the company upon a default in performance as defined in ¶ 6(d) of a group in its entirety, not by one or more of the members of any one group (see Operating Agreement ¶ 6[d]). It is not disputed that plaintiff Flax put up the capital contribution called for in ¶ 5(a), with which, the EMMY group was credited with paying such monies under ¶ 5(a) of the Operating Agreement and there is no claim of further monies being due from such group. A plain reading of these contractual provisions reveals that no one member of the group was charged with any individual obligation to contribute to the group's payment of any portion of the capital contributions required of such group. There was thus no default on the part of the entire EMMY group nor was there any election to dissolve the company by the SHIRIAN group. Accordingly, any failure on the part of the defendant EMMY members to contribute capital of their own is not an event requiring dissolution under ¶ 13(a) or (f) and ¶ 6(b).

The remaining claims of plaintiff Flax with respect to his claim for dissolution under ¶ 13(a)(c) or (f), are similarly lacking in merit. These claims include the purported termination of fiduciary duties owing between him and the Shirian defendants that allegedly occurred upon the filing of their lawsuit, the purported scheme to oust, expel, exclude and marginalize him allegedly engaged in by both sets of defendants and the prolonged period of inactivity of business operations of the company. The court finds that the factual underpinnings of all these claims have no evidentiary support in the record nor are the plaintiffs' conclusions with respect thereto rooted in controlling statutory or case authorities.However, plaintiff, Edward Flax, did establish, prima facie, that an event causing a contractual dissolution occurred under ¶ 7(a) and ¶ 7(b) of the Operating Agreement due to the failure of the members acting as managers to engage in the business of the company by unanimous consent. The record reflects by proof in admissible form that this failure arose in [*7]2012 from the various disputes between plaintiff Flax and the other members of the company, including the deep discord over Flax's proposal to sell the premises at a profit without development rather than to develop them with condominium housing as now advocated by the other member/managers. The unanimous consent provision of ¶ 7(b) requires that the dispute causing the absence of unanimous consent of all member/managers be of such magnitude that it "prohibits the proper continuation of the Company's business".

A review of the record adduced on this motion reveals that there is ample proof that these disputes are of a sufficient magnitude to have caused a prohibition of the proper continuation of the company's business. Not contested is that the Shirian defendants and plaintiff, Edward Flax, are at war with each other in various courts in this state in which both sides outline disputes which render unanimous consent by the two separate member groups, impossible. There is also ample evidence in the record demonstrating that disputes between the plaintiff and his fellow EMMY defendants are of a sufficient magnitude to render the EMMY group members incapable of acting together and in concert as member/managers of their group and of the company. The record also contains sufficient evidence that the result of these disputes, all of which rest upon a failure of unanimous consent, prohibit the proper continuation of the company's business as evidenced by the minimal progress that has been made towards accomplishing stated purposes of the company, namely, the development of company owned premises with condominium units and the sale thereof for the benefit of company members.

Had there been no unanimous consent provision in the Operating Agreement, the company may have continued to pursue its business objectives (see e.g., In re 1545 Ocean Ave., LLC, 72 AD3d 121, supra). There is, however, such a provision and the suggested buy-out remedy provided therein failed, as engagement in such remedy is not mandatory, but instead, left to the election of each group with its members acting in concert. The record is replete with evidence that only the members of the Shirian group is capable of acting in concert thus putting the voluntary, contractual, buy-out remedy beyond the reach of the parties who have been unable to agree buy-out offers previously proposed. The court thus finds that the contractual dissolution mandated upon a failure of unanimous consent as provided in ¶ 7(a) and ¶ 7(b) of the Operating Agreement has was triggered in 2012 and that plaintiff Flax has established a prima facie entitlement to a judicial declaration to that effect.

However, neither plaintiff demonstrated any entitlement to a judicial declaration that the "plaintiffs are entitled to liquidate/sell the real property at 42-6, 42-08, 42-10 in Long Island City, New York" as demanded in the First cause of action in the complaint. While the Operating Agreement at ¶ 7 provides that, upon a dissolution thereunder, the company's assets shall be sold in bulk liquidation in accordance with ¶ 13, which is silent with respect to any such sale, no provision of the Operating Agreement authorizes any one member to "liquidate/sell" the company's real property as demanded by the plaintiffs. The plaintiffs thus failed to make a prima facie showing of an entitlement to a judicial declaration with respect to their sale of the company's real property.

It was thus incumbent upon the defendants to demonstrate by proof in admissible form [*8]that a genuine question of fact exist with respect to the plaintiffs' entitlement to dissolution under ¶ 7 of the Operating Agreement or, for some other reason, the motion should be denied. Upon its review of the separate opposing papers submitted by each set of group defendants, the court finds that no such question of fact was raised and that neither group established that the motion should be denied pending discovery as contemplated by CPLR 3212(f).

The court also rejects the Shirian defendants' claims that the plaintiff is not entitled to judgment on its contractual claim for dissolution under the Operating Agreement due to its references to a different company [27th Street Associates, LLC] than the one named as a co-plaintiff in the caption [27th Street, LLC] and because the company is not a signatory to such Operating Agreement. The plaintiff, Edward Flax, executed the operating agreement along with his fellow members of the company and the defendants failed to demonstrate that the company's failure to execute the Operating Agreement renders it unenforceable as to the signatories. Indeed, the statutory framework provides otherwise as LLCL §102(u) defines an operating agreement as "any written agreement of the members concerning the business of a limited liability company and the conduct of its affairs" [emphasis added]. Nor does the misnomer, if any, in the name of the company plaintiff set forth in the caption render plaintiff Flax's claim for contractual dissolution under ¶ 7 of the Operating Agreement non-actionable. The Shirian defendants made no other showing of any question of fact with respect to the occurrence of the unanimous consent dissolution event outlined in ¶ 7 of the Operating Agreement. The court thus finds that they failed to raise genuine questions of fact that rebuts plaintiff Flax's showing of his entitlement to an award of summary judgment on those portions of his First cause of action wherein he seeks a declaration that a contractual dissolution event has occurred under ¶ 7(a) and [*9]¶ 7(b) of the Operating Agreement.The court further rejects the defendants' claims that this motion is premature due to the absence of discovery. CPLR 3212(f) permits a party opposing summary judgment to obtain affidavits or discovery when it appears that facts supporting the position of the opposing party exist but cannot be stated (see Sepulveda v Cammeby's Mgt. Co., LLC, 119 AD3d 927, 2014 WL 3732474 [2d Dept 2014]; Jones v American Commerce Ins. Co., 92 AD3d 844, 845, 939 NYS2d 115 [2d Dept 2013]). The rule provides that "should it appear from affidavits submitted in opposition to the motion that facts essential to justify opposition may exist but cannot then be stated, the court may deny the motion or may order a continuance to permit affidavits to be obtained or disclosure to be had and may make such other order as may be just". A resort to the rule may be successful where the opposing party has not had a reasonable opportunity for disclosure prior to the making of the motion (see Schlichting v Elliquence Realty, LLC, 116 AD3d 689, 983 NYS2d 291 [2d Dept 2014]; Aurora Loan Serv., LLC v LaMattina & Assoc., 59 AD3d 578, 872 NYS2d 724 [2d Dept 2009]).

Nevertheless, appellate case authorities have long instructed that to avail oneself of the safe harbor this rule affords, the claimant must "offer an evidentiary basis to show upon an evidentiary basis, that discovery may lead to relevant evidence or that the facts essential to justify opposition to the motion were exclusively within the knowledge and control of the plaintiff" (Martinez v Kreychmar, 84 AD3d 1037, 923 NYS2d 648 [2d Dept 2011]; see Singh v Avis Rent A Car Sys., Inc., 119 AD3d 768, 989 NYS2d 302 [2d Dept 2014]; Williams v Spencer-Hall, 113 AD3d 759, 979 NYS2d 157 [2d Dept 2014]; Suero-Sosa v Cardona, 112 AD3d 706, 977 NYS2d 61 [2d Dept 2013]; Seaway Capital Corp. v 500 Sterling Realty Corp., 94 AD3d 856, 941 NYS2d 871[2d Dept 2012]; Westport Ins. Co. v Altertec Energy Conservation, LLC, 82 AD3d 1207, 921 NYS2d 90 [2d Dept 2011]; Lambert v Bracco, 18 AD3d 619, 795 NYS2d 662 [2d Dept 2005])). In addition, the movant must show that his or her "ignorance was unavoidable and that reasonable attempts were made to discover the facts which would give rise to a triable issue of fact" (Zheng v Evans, 63 AD3d 791, 881 NYS2d 461 [2d Dept 2009]), as the mere hope or speculation that evidence sufficient to defeat a motion for summary judgment may be uncovered by further discovery is an insufficient basis for denying the motion (see Friedlander Org., LLC v Ayorinde, 94 AD3d 693, 943 NYS2d 538 [2d Dept 2012]; Woodard v Thomas, 77 AD3d 738, 740, 913 NYS2d 103 [2d Dept 2010]).

Here, the defendants failed to meet this standard. Their submissions failed to include affidavits or some other evidentiary basis indicating that discovery might lead to relevant evidence (see Williams v Spencer-Hall, 113 AD3d 759, supra; Suero-Sosa v Cardona, 112 AD3d 706, supra). Nor was it established that facts essential to justify opposition were exclusively in the knowledge of the plaintiffs as the defendants' familiarity with the terms of the Operating Agreement and their knowledge and participation in the events, occurrences and transactions that form the basis of the plaintiff's claim of dissolution that is premised upon the failure of unanimous consent provision of such agreement belie such a claim warrant the rejection of any claim of prematurity in the plaintiffs' motion (see Westport Ins. Co. v Altertec Energy Conservation, LLC, 82 AD3d 1207, supra). Moreover, the absence of any claim of non-[*10]compliance with court ordered discovery coupled with defendants' failure to move for compliance with their outstanding discovery demands or for any of the other remedies afforded by CPLR Article 31 prior to the interposition of this motion, militate against a finding that the defendants were denied a reasonable opportunity to engage in pre-motion discovery that would lead to the discovery of relevant evidence (cf., Matter of Fasciglione, 73 AD3d 769, 899 NYS2d 645 [2d Dept 2010]).

The court further rejects the defendants' claims that a bulk sale of the assets of the company should not be directed, but instead, that the court should afford the defendants an opportunity to "buy- out" the interests of plaintiff Flax under the supervision of the court or its designee. While that remedy is indeed available to litigants in a statutory dissolution proceeding brought pursuant to LLCL §702 because the statutory remedy of dissolution is equitable and the court may fashion a remedy suitable to the circumstances (see Mizrahi v Cohen, 104 AD3d 917, 961 NYS2d 538 [2d Dept 2013]), the defendants made no showing that it is available where the dissolution occurs under the terms of an operating agreement as contemplated by LLCL §701(a)(2). While the parties here remain free to negotiate such a buy-out or other resolution to which they might agree, and are forcefully encouraged by the court to do so, the court declines to impose a buy-out as a remedy in lieu of the sale contemplated by ¶ 7 of the Operating Agreement.

In light, however, of the court's denial of summary judgment to the plaintiffs on those portions of their First cause of action wherein they seek a judicial declaration entitling them to liquidate/sell the real property owned by the company, the parties shall be given the opportunity to be heard with respect to the fashioning of the particulars of any such bulk sale of the company's assets at the conference scheduled herein.

In view of the foregoing, the plaintiffs' motion is granted to the following extent: that plaintiff Edward Flax is awarded partial summary judgment on those portions of his First cause of action for declaratory relief wherein he seeks a declaration that a dissolution of the subject company occurred under ¶ 7 of the Operating Agreement and the company's assets are subject to a sale in bulk liquidation, which sale shall be scheduled by further order of the court. The court thus declares that the contractual dissolution mandated upon a failure of unanimous consent as provided in ¶ 7(a) and ¶ 7(b) of the Operating Agreement was triggered by the conduct of the parties in 2012 and continues to date. All other relief demanded by the plaintiffs on this motion is denied.

Counsel for all parties are directed to appear for the conference scheduled herein for October 3, 2014, at 9:30 a.m. in the courtroom of the undersigned. Thereat, the court shall hear input from the parties as to the formulation of the particulars of the sale of the company's assets in bulk liquidation as set forth in ¶ 7 of the Operating Agreement and provide for the issuance of a further order with respect thereto.[*11]Dated: August 15, 2014_______________________________