Death, Dissolution or Bankruptcy Sample Clauses
The 'Death, Dissolution or Bankruptcy' clause outlines the procedures and consequences that occur if a party to the agreement dies, is dissolved (in the case of a company or partnership), or is declared bankrupt. Typically, this clause specifies whether the agreement is automatically terminated, whether the rights and obligations transfer to heirs or successors, or if certain actions must be taken by the remaining parties. Its core function is to provide clarity and certainty about the status of the contract in these significant events, thereby minimizing disputes and ensuring a smooth transition or resolution.
POPULAR SAMPLE Copied 2 times
Death, Dissolution or Bankruptcy. (a) The death, dissolution or bankruptcy of a Member or Economic Interest Owner, or the occurrence of any other event which terminates the continued membership of a Member in the Company (hereinafter referred to as a “Termination Event”), shall not dissolve the Company unless, within sixty (60) days following the occurrence of the Termination Event, the remaining Class A Member(s) unanimously consent to same. In the event sixty (60) days lapses without the unanimous consent required to dissolve the Company, it shall be presumed for the purposes of this Operating Agreement that the Class A Members have unanimously consented to the continuation of the business of the Company (hereinafter referred to as the “Unanimous Consent”).
(b) Upon the occurrence of a Termination Event with respect to either a Member or an Economic Interest Owner, and the Unanimous Consent, the remaining Member(s) (but not Economic Interest Owners) shall have an option to purchase the Membership Interest of the Member, or Economic Interest of an Economic Interest Owner, as the case may be, with respect to which the Termination Event occurred (hereafter, the “Former Owner”). Within thirty (30) days of the Unanimous Consent, said remaining Member(s) shall notify the Managing Member in writing of their desire(s) to purchase a portion of the Membership Interest or Economic Interest of the Former Owner (the “Former Owner’s Interest”). The failure of any Member to submit a notice within the applicable period shall constitute an election on the part of the remaining Member not to purchase any of the Former Owner’s Interest. Each remaining Member, however, shall be entitled to purchase a portion of said interest based on the remaining Member’s pro rata share of the aggregate Sharing Ratios held by all Members other than any Member with respect to which the Terminating Event occurred on the date of the Unanimous Consent. In the event any remaining Member elects to purchase none or less than all of such remaining Member’s pro rata share of the Former Owner’s Interest, then the Company may at its election purchase such portion of said interest. In the event the Company elects not to purchase said interest, the unpurchased portion may be purchased by those remaining Members that elected to purchase more than their pro rata share. If said remaining Members fail to purchase all of the Former Owner’s Interest, the unpurchased portion of the Former Owner’s Interest shall pass by operation of law to the...
Death, Dissolution or Bankruptcy of A Member Article 15- Assignability, Transfer or Pledge of Interests; Resignation of A Member Article 16- Admission of Substituted Members; Incapacity; Further Condition Article 17 Liquidation Article 18
Death, Dissolution or Bankruptcy. The death, incompetence, bankruptcy, liquidation or dissolution of a Limited Partner shall not result in the termination of the Partnership, but, subject to the provisions of Section 12 of this Agreement, the rights and obligations of such Limited Partner under this Agreement shall accrue to such Limited Partner’s successor, estate or legal representative. Except as expressly provided in this Agreement, no other event affecting a Limited Partner (including but not limited to insolvency) shall affect this Agreement.
Death, Dissolution or Bankruptcy