Death/Incapacity/Dissolution Sample Clauses

Death/Incapacity/Dissolution. Licensor shall have the right to determine, in its reasonable business judgment, the mental or physical incapacity of Licensee or of any individual holding an interest in Licensee. In the event of such a determination of mental or physical incapacity, the holder of such interest or any duly appointed guardian must promptly decide whether to retain the interest in the Center and, if necessary, select a qualified manager to direct its operation. The persons with such interest or such guardian may then apply to Licensor for the right to retain that interest for the duration of the Term and any renewals of this Agreement. Likewise, if Licensee is a corporation, partnership or other entity, upon the death or incapacity, determined at Licensor’s sole discretion, of an Owner or dissolution of Licensee, the executor, administrator, conservator, trustee or other representative of such person or entity shall comply with the right of first refusal and consent provision set forth in Section 13; provided that if the transferee is a Permitted Transferee, Licensor’s right of first refusal and right to consent shall not apply and no transfer fee shall be payable. Further, if the transferee is required to be approved and is approved, and the transfer involves less than twenty-five percent (25%) of the ownership of Licensee, no transfer fee shall be payable. If a Licensee is one or more individual and any such person dies or becomes permanently incapacitated, and if the law of the jurisdiction where the Center is located so provides, nothing contained in this Section 13(g) shall deny the spouse, heirs or personal representative of such a Licensee the opportunity to participate in the ownership of the Center for a reasonable time after the death or incapacity of Licensee, provided that the spouse, heirs or personal representative execute an acknowledgement that this Agreement is valid and in effect. If the transfer fails to occur within nine (9) months of the date of death, incapacity, or dissolution, then the license to operate the Center shall terminate. If upon the death, dissolution, or incapacity of the Licensee or any person holding an interest in Licensee, Licensor must operate the Center for any period of time, Licensee, or any person duly appointed to hold the interest, will pay to Licensor an additional fee of twenty percent (20%) of Gross Revenues plus any expenses Licensor incurs in managing the Center (“Management Fee”). The Licensee shall pay the Management Fee...
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Related to Death/Incapacity/Dissolution

  • Death Disability Dissolution If the Optionee is a natural person who dies while involved in a Business Relationship with the Corporation, this option may be exercised, to the extent otherwise exercisable on the date of his death, by his estate, personal representative or beneficiary to whom this option has been assigned pursuant to Section 10, at any time within 180 days after the date of death, but not later than the scheduled expiration date. If the Optionee is a natural person whose Business Relationship with the Corporation is terminated by reason of his disability (as defined in the Plan), this option may be exercised, to the extent otherwise exercisable on the date the Business Relationship was terminated, at any time within 180 days after the date of such termination, but not later than the scheduled expiration date. At the expiration of such 180-day period or the scheduled expiration date, whichever is the earlier, this option shall terminate and the only rights hereunder shall be those as to which the option was properly exercised before such termination. If the Optionee is a corporation, partnership, trust or other entity that is dissolved, liquidated, becomes subject to a voluntary or involuntary bankruptcy proceeding, has a receiver appointed for all or a substantial portion of its property or enters into a merger or acquisition with respect to which such optionee is not the surviving entity at the time when such entity is involved in a Business Relationship with the Corporation, this Option shall immediately terminate as of the date of such event, and the only rights hereunder shall be those as to which this option was properly exercised before such dissolution or other event.

  • Dissolution The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

  • Dissolution of Entity The Contractor shall notify the County immediately of any intention to discontinue existence of the entity or to bring an action of dissolution.

  • Death, Incompetency, or Bankruptcy of Member On the death, adjudicated incompetence, or bankruptcy of a Member, unless the Company exercises its rights under Section 8.5, the successor in interest to the Member (whether an estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and until a majority of the other Members determined on a per capita basis admit the transferee as a fully substituted Member in accordance with the provisions of Section 8.3.

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • DISTRIBUTIONS AFTER DISSOLUTION Upon dissolution, the Company must pay its debts before distributing cash, assets, or capital to the Members or the Members’ interests. The Members agree that any distributions occurring after the dissolution of the Company will follow the process outlined in this Agreement and Section 00-00-000 of the Act.

  • Involuntary Withdrawal Involuntary withdrawal of a Partner shall include, but not be limited to, the following:

  • Employer’s Termination The Employer ☐ *shall ☐ shall not have the right to terminate this Agreement. *If allowed, the Employer shall be required to provide at least days’ notice. If the Employer should terminate this Agreement, the Employee shall be entitled to severance, equal to their pay at the time of termination, for a period of .

  • Winding Up Affairs Upon Termination In the event that this Contract is terminated for any reason, the parties agree that the provisions of this paragraph survive termination:

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

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