# Winding Down Neptune
# Under what circumstances will Neptune wind down?
Members of Neptune can vote by majority to wind down Neptune. Other circumstances include a judicially ordered dissolution or disposition of all the assets of Neptune.
If dissolution were to occur, a person appointed by the Members via a majority vote will handle the wind down of Neptune based on the terms of the operating agreement.
# What happens if there are expenses related to the dissolution?
At the time of dissolution, Members of Neptune are responsible for the expenses associated with the liquidation.
Any additional losses or liabilities incurred will be in accordance with the terms of the operating agreement and the service provider reserves the right to set aside funds to facilitate dissolution activities.
# What happens if members of Neptune want to transfer all of Neptune's assets?
In the operating agreement, Members agree to tag- and drag-along provisions to deal with the possibility that members may want to transfer all of Neptune's assets to another entity or party. These rights will only be triggered if a super-majority of the Members vote to effectuate such a transfer (based on the number of Units they hold in Neptune).