Common use of Default and Dissolution Clause in Contracts

Default and Dissolution. (a) The occurrence of any of the following events shall constitute an event of default (an "EVENT OF DEFAULT") hereunder on the part of the Member with respect to whom such event occurs: (i) The failure of the Member to make any additional capital contribution to the Company as required pursuant to the provisions of SECTION 2.05 hereof unless such contribution is made by another Member or Members as contemplated in SECTION 2.05(c) hereof; (ii) The unauthorized transfer by a Member of any of its Company interest in violation of the restrictions set forth in SECTION 3.03 (other than 3.03(c), which shall be governed by the provisions thereof) of this Agreement; (iii) Institution by a Member of proceedings of any nature under any laws of the United States or of any state, whether now existing or subsequently enacted or amended, for the relief of debtors wherein such Member is seeking relief as debtor; or a general assignment by a Member for the benefit of creditors; or the institution by a Member of a proceeding under any section or chapter of the Federal Bankruptcy Code as now existing or hereafter amended or becoming effective; or the institution against a Member of a proceeding under any section or chapter of the Federal Bankruptcy Code as now existing or hereafter amended or becoming effective, which proceeding is not dismissed, stayed or discharged within a period of sixty (60) days after the filing thereof or is stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceedings; or the calling of a general meeting of its creditors by a Member for the appointment of a receiver, trustee or a like officer to take possession of assets having a value in excess of $100,000 of a Member if the pendency of said receivership would reasonably tend to have a materially adverse effect upon the performance by said Member of its obligations under this Agreement, which receivership remains undischarged for a period of thirty (30) days from the date of its imposition; or admission by a Member in writing of his or its ability to pay his or its debts as they mature; (iv) Attachment, execution or other judicial seizure of all or any substantial part of a Member's assets or of a Member's Company Interest, or any part thereof, such attachment, execution or seizure being with respect to an amount not less than $100,000 and remaining undismissed or undischarged for a period of fifteen (15) days after the levy thereof, if the occurrence of such attachment, execution or other judicial seizure would reasonably tend to have a materially adverse effect upon the performance by said Member of its obligations under this Agreement; provided, however, that said attachment, execution or seizure shall not constitute an Event of Default hereunder if said Member posts bond sufficient to fully satisfy the amount of such claim or judgment within fifteen (15) days after the levy thereof and the Member's assets are thereby released from the lien of such attachment; and (v) Any material default in the representation or warranties of a Member material to the success of the Project contained in SECTIONS 4.01, 4.02 or 4.03 hereof or in the performance of any other agreements or obligations of a Member herein contained or in any other agreements among all of the Members relating to this Agreement which are material to the success of the Project. ere The Company shall be dissolved in the event that: (i) An Event of Default has occurred as provided in SECTION 3.06(a) above and the Management Committee elects to dissolve the Company as provided in SECTION 3.06(c); (ii) Members holding at least 75% of the Percentage Interests in the Company agree to terminate the Company; (iii) The Company ceases to maintain any interest (which term shall include but not be limited to a security interest) in the Project;

Default and Dissolution. (a) The occurrence of any of the following events shall constitute an event of default (an "EVENT OF DEFAULT") hereunder on the part of the Member with respect to whom such event occurs: (i) The failure of the Member to make any additional capital contribution to the Company as required pursuant to the provisions of SECTION 2.05 hereof unless such contribution is made by another Member or Members as contemplated in SECTION 2.05(c) hereof; (ii) The unauthorized transfer by a Member of any of its Company interest in violation of the restrictions set forth in SECTION 3.03 (other than 3.03(c), which shall be governed by the provisions thereof) of this Agreement; (iii) Institution by a Member of proceedings of any nature under any laws of the United States or of any state, whether now existing or subsequently enacted or amended, for the relief of debtors wherein such Member is seeking relief as debtor; or a general assignment by a Member for the benefit of creditors; or the institution by a Member of a proceeding under any section or chapter of the Federal Bankruptcy Code as now existing or hereafter amended or becoming effective; or the institution against a Member of a proceeding under any section or chapter of the Federal Bankruptcy Code as now existing or hereafter amended or becoming effective, which proceeding is not dismissed, stayed or discharged within a period of sixty (60) days after the filing thereof or is stayed, which stay is thereafter lifted without a contemporaneous discharge or dismissal of such proceedings; or the calling of a general meeting of its creditors by a Member for the appointment of a receiver, trustee or a like officer to take possession of assets having a value in excess of $100,000 of a Member if the pendency of said receivership would reasonably tend to have a materially adverse effect upon the performance by said Member of its obligations under this Agreement, which receivership remains undischarged for a period of thirty (30) days from the date of its imposition; or admission by a Member in writing of his or its ability to pay his or its debts as they mature; (iv) Attachment, execution or other judicial seizure of all or any substantial part of a Member's assets or of a Member's Company Interest, or any part thereof, such attachment, execution or seizure being with respect to an amount not less than $100,000 and remaining undismissed or undischarged for a period of fifteen (15) days after the levy thereof, if the occurrence of such attachment, execution or other judicial seizure would reasonably tend to have a materially adverse effect upon the performance by said Member of its obligations under this Agreement; provided, however, that said attachment, execution or seizure shall not constitute an Event of Default hereunder if said Member posts bond sufficient to fully satisfy the amount of such claim or judgment within fifteen (15) days after the levy thereof and the Member's assets are thereby released from the lien of such attachment; and (v) Any material default in the representation or warranties of a Member material to the success of the Project contained in SECTIONS 4.01, 4.02 or 4.03 hereof or in the performance of any other agreements or obligations of a Member herein contained or in any other agreements among all of the Members relating to this Agreement which are material to the success of the Project. ere The Company shall be dissolved in the event that: (i) An Event of Default has occurred as provided in SECTION 3.06(a) above and the Management Committee elects to dissolve the Company as provided in SECTION 3.06(c); (ii) Members holding at least 75% of the Percentage Interests in the Company agree to terminate the Company; (iii) The Company ceases to maintain any interest (which term shall include but not be limited to a security interest) in the Project;