Bankruptcy and Dissolution Sample Clauses

Bankruptcy and Dissolution. If either party is voluntarily or involuntarily dissolved or declared bankrupt, insolvent, or commits an act of bankruptcy, or if a company enters into liquidation whether compulsory or voluntary otherwise than for the purpose of amalgamation or reconstruction, or compounds with its creditors, or has a receiver appointed over all or any part of its assets, or passes title in lieu of foreclosure, the other party may terminate this Agreement immediately upon serving notice to the other party, without liability on the part of the terminating party.
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Bankruptcy and Dissolution. Upon the bankruptcy of the Debtor, or where the Debtor is a corporation, upon the dissolution, winding up or other distribution of assets of the Debtor or of any surety or guarantor for any of the indebtedness or any part thereof, the Creditor's rights shall not be affected or impaired by any omission by the Creditor to prove its claim or to prove its full claim and the Creditor may prove or not prove such claim as it sees fit and may refrain from valuing any security held by the Creditor without in any way releasing, reducing, or otherwise affecting the liability to the Creditor of the Guarantor and until all of the indebtedness has been fully paid, the Creditor shall have the right to include in its claim the amount of all sums paid by the Guarantor under this Guarantee and to prove and rank for and receive dividends in respect of such claim, any and all right of the Guarantor to prove and rank for such sums paid by the Guarantor and to receive the full amount of all dividends in respect thereof being hereby assigned and transferred to the Creditor. All dividends, compositions, and money received by the Creditor from the Debtor, the Guarantor or any other person or estate that is capable of being applied by the Creditor in reduction of the indebtedness shall be regarded for all purposes as payments in gross, and the Creditor shall be entitled to prove in respect of the whole of the indebtedness against the Debtor or the estate of the Debtor, as the case may be, upon the bankruptcy, dissolution, winding up or other distribution of assets of the Debtor.
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Bankruptcy and Dissolution. The bankruptcy or dissolution of the -------------------------- Corporation;
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Related to Bankruptcy and Dissolution

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • Term and Dissolution (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events: (i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement; (ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or (iii) the election by the General Partner that the Partnership should be dissolved. (b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

  • Procedure for Winding Up and Dissolution If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.

  • Termination and Dissolution 8.1 Party B represents and warrants that it has terminated its employment with his former employer, if applicable, when signing this Contract. 8.2 This Contract may only be amended upon written agreement of both Parties. 8.3 On the Expiration Date, this Contract shall be automatically renewed for an additional term of 3 years, unless either Party notifies the other Party of its decision not to renew this Contract. 8.4 This Contract may be terminated, dissolved or renewed by either Party pursuant to the Labor Law of the People’s Republic of China and other applicable government rules and regulations. 8.5 If Party A terminates the Contract in violation of the provisions herein, then Party A shall be liable for any losses incurred by Party B pursuant to the provisions of Labor Law of the People’s Republic of China. 8.6 Upon dissolution or termination of this Contract by the Parties for any reason, Party B shall immediately cease all activities conducted in the name of Party A, complete outstanding business as per Party A’s requests, settle all accounts, carry out any work-related transitions, and return all Party A’s properties, including but not limited to: (a) all documents and files with respect to Party A, Party A’s management, operation and products and the copies thereof, which are maintained, used or controlled by Party B; (b) name lists and information relating to Party A’s suppliers, clients and other business contacts; (c) software, disks, hardware and CDs containing Party A’s data and information; and (d) instruments, uniforms, apparatuses, equipment and other office appliances, etc., which have been provided to Party B by Party A for work purposes. 8.7 Upon dissolution or termination of this Contract, any indemnification liabilities borne by Party A shall be paid to Party B upon completion of the work-related transitions and other obligations under Article 8.6. 8.8 Upon dissolution or termination of this Contract, Party A shall issue labor contract termination certificate evidencing such termination. In addition, Party A shall also arrange transfers of Party B’s social insurance and welfare documentation in accordance with applicable laws and procedures.

  • Liquidation; Dissolution; Bankruptcy (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

  • No Action for Dissolution The Members acknowledge that irreparable damage would be done to the goodwill and reputation of the Company if any Member should bring an action in court to dissolve the Company under circumstances where dissolution is not required by Section 10.1. Accordingly, except where the Board has failed to cause the liquidation of the Company as required by Section 10.1 and except as specifically provided in Section 18-802, each Member hereby to the fullest extent permitted by law waives and renounces his right to initiate legal action to seek dissolution of the Company or to seek the appointment of a receiver or trustee to wind up the affairs of the Company, except in the cases of fraud, violation of law, bad faith, gross negligence, willful misconduct or willful violation of this Agreement.

  • No Dissolution Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Notice of Dissolution In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners.

  • Articles of Dissolution Upon the dissolution and commencement of the winding up of the Company, the Member shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.

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