Cancellation of Certificate. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 33 contracts
Samples: Limited Liability Company Agreement (TerraForm Power, Inc.), Limited Liability Company Agreement, Limited Liability Company Agreement (Ub Fuel Cell, LLC)
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the assets winding up of the Company and the distribution of the Company's assets, after payment the Company shall be terminated and the Member shall cause the Company to execute and file a Certificate of or due provision for all debts liabilities and obligations Cancellation in accordance with Section 18-203 of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 21 contracts
Samples: Limited Liability Company Agreement (MRS Fields Financing Co Inc), Limited Liability Company Agreement (MRS Fields Financing Co Inc), Limited Liability Company Agreement (MRS Fields Financing Co Inc)
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the assets winding up of the Company and the distribution of the Company's assets, after payment the Company shall be terminated and the Board of or due provision for all debts liabilities Managers shall cause the Company to execute and obligations file a Certificate of the Company, shall have been distributed to the Members Cancellation in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by accordance with Section 18-203 of the Act.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (Huntsman Texas Holdings LLC), Limited Liability Company Agreement (Huntsman Texas Holdings LLC), Limited Liability Company Agreement (Huntsman Texas Holdings LLC)
Cancellation of Certificate. The Upon the completion of the distribution of Company assets as provided in this Article X, the Company shall terminate when (i) all be terminated, and the Members shall cause the cancellation of the assets of Certificate and all amendments thereto, and shall take such other actions as may be necessary or appropriate to terminate the Company, after payment of or due provision for all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 4 contracts
Samples: Redemption Agreement (Energy Transfer Equity, L.P.), Limited Liability Company Agreement (Empire Resorts Inc), Limited Liability Company Agreement (Energy Transfer Partners, L.P.)
Cancellation of Certificate. The Company shall terminate when (i) all On completion of the distribution of Company assets as provided herein, the Company is terminated, and shall file a certificate of cancellation of the Company, after payment of or due provision for all debts liabilities and obligations Company pursuant to Section 42:2B-14(b) of the Act and take such other actions as may be necessary to terminate the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement (Lower Road Associates LLC), Limited Liability Company Operating Agreement (Lower Road Associates LLC), Sleepmaster LLC
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the assets distribution of the Company’s assets, after payment the Company shall be terminated and the Member shall cause the Company to execute and file a Certificate of or due provision for all debts liabilities and obligations Cancellation in accordance with Section 18-203 of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Celanese Americas CORP), Limited Liability Company Agreement (Celanese Americas CORP), Limited Liability Company Agreement (Celanese Americas CORP)
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the distribution of the Company’s assets upon dissolution of the Company, after payment of or due provision for all debts liabilities the Company and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement (other than such provisions which, by their terms or nature, survive such transaction) shall be terminated, all Shares shall be cancelled and (ii) the Managers shall cause the Company to execute and file a Certificate shall have been canceled of Cancellation in the manner required by accordance with Section 18-203 of the Act.
Appears in 2 contracts
Samples: Liability Company Agreement (Toro Co), Limited Liability Company Agreement (Toro Co)
Cancellation of Certificate. The Company shall terminate when (il) all of the assets of the Company, after payment of or due provision for all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Paperweight Development Corp), Equity Purchase Agreement (Hicks Acquisition CO II, Inc.)
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the Distribution of the Company’s assets upon dissolution of the Company, after payment the Company shall be terminated, all Units shall be cancelled and the Board shall cause the Company to execute and file a Certificate of or due provision for all debts liabilities and obligations Cancellation in accordance with Section 18-203 of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Radio One Distribution Holdings, LLC), Limited Liability Company Operating Agreement (Radio One Distribution Holdings, LLC)
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the distribution of the Company’s assets upon dissolution of the Company, after payment the Company and this Limited Liability Company Agreement (other than such provisions which, by their terms or nature, survive such transaction) shall be terminated, all Shares shall be cancelled and the Managers shall cause the Company to execute and file a Certificate of or due provision for all debts liabilities and obligations Cancellation in accordance with Section 18-203 of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Knight Capital Group, Inc.)
Cancellation of Certificate. The Company shall terminate when (i) all Upon completion of the distribution of the assets of the CompanyCompany as provided in Section 8.2, after payment of or due provision for all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled be cancelled, and the Members shall take all such other actions as may be necessary to terminate the Company in the manner required by accordance with the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Horizon Lines Ventures, LLC)
Cancellation of Certificate. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts debts, liabilities and obligations of the Company, Company shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 1 contract
Cancellation of Certificate. The Upon the completion of the ----------------------------- distribution of Company assets, the Company shall be terminated and the Members shall cause the Company to execute articles of dissolution and take such other actions as may be necessary or appropriate to terminate when (i) all of the assets of the Company, after payment of or due provision for all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 1 contract
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the Distribution of the Company's assets upon dissolution of the Company, after payment the Company shall be terminated, all Units shall be cancelled and the Board shall cause the Company to execute and file a Certificate of or due provision for all debts liabilities and obligations Cancellation in accordance with Section 18-203 of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Element K Corp)
Cancellation of Certificate. The Company shall terminate when (i) all Upon the completion of the assets Distribution of the Company's assets upon dissolution, after payment the Company shall be terminated, all Units shall be cancelled and the Manager shall cause the Company to execute and file a Certificate of or due provision for all debts liabilities and obligations Cancellation in accordance with Section 18-203 of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.. ARTICLE XII
Appears in 1 contract
Samples: Limited Liability Company Agreement (Sneaker Guarantee LLC)
Cancellation of Certificate. The Upon the completion of the distribution of Company assets as provided in this Article XI, the Company shall terminate when (i) all be terminated, and the Members shall cause the cancellation of the assets of Certificate and all amendments thereto, and shall take such other actions as may be necessary or appropriate to terminate the Company, after payment of or due provision for all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Southern Union Co)
Cancellation of Certificate. The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.. 44
Appears in 1 contract
Samples: Limited Liability Company Agreement (57th Street General Acquisition Corp)
Cancellation of Certificate. The Upon the completion of the distribution of Company assets as provided herein, the Company shall terminate when be terminated, and the Liquidation Representative (ior the Members if necessary) all shall cause the cancellation of the assets Certificate of the Company, after payment of or due provision for all debts liabilities Company and obligations of shall take such other actions as may be necessary to terminate the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 1 contract
Samples: Limited Liability Company (Ignis Petroleum Group, Inc.)
Cancellation of Certificate. The Company shall terminate when (i) all On completion of the distribution of Company assets as provided herein, the Company is terminated, and shall file a certificate of cancellation of the Company, after payment of or due provision for all debts liabilities and obligations Company pursuant to Section 18-203 of the Act and take such other actions as may be necessary to terminate the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate shall have been canceled in the manner required by the Act.
Appears in 1 contract