Disposition of Assets and Liabilities. Except as may be otherwise provided in these Articles of Joint Agreement, and as a condition of withdrawal, a member board seeking withdrawal shall be deemed to irrevocably waive any interest in the assets of the Joint Agreement, including but not limited to real property, buildings, equipment and materials, and funds, provided, however, that the Joint Agreement shall return to the withdrawing member board any unspent Federal IDEA Part B Funds generated by students in the withdrawing member district (i.e., “carryover”).. The member board seeking withdrawal shall remain liable for its share of any Joint Agreement liabilities that arose or accrued before the effective date of withdrawal. Such liabilities shall include, but not be limited to notes, bonds, and debt certificates; retirement incentives and other costs related to staff retirements, including employer contributions or other payments to the Illinois Teachers’ Retirement System or the Illinois Municipal Retirement Fund; and the contractual continued service of certificated staff employed for joint agreement programs as determined pursuant to Sections 14-9.01, 24-11 and 24—12 or the Illinois School Code. Unless otherwise provided by these Articles of Joint Agreement or by law, the withdrawing member board’s share of Joint Agreement liabilities shall be determined based on the withdrawing member board’s district enrollment as a percentage of the total current enrollment of all member districts as identified in the last fall public school housing report for each member district prior to the effective date of withdrawal.
Disposition of Assets and Liabilities. Except as may be otherwise provided in these Articles of Joint Agreement, and as a condition of withdrawal, a member board seeking withdrawal shall be deemed to irrevocably waive any interest in the assets of SEDOM, including but not limited to real property, buildings, equipment and materials, and funds, provided, however, that SEDOM shall return to the withdrawing member board any unspent Federal IDEA Part B Funds generated by students in the withdrawing member district (i.e., “carryover”). The member board seeking withdrawal shall remain liable for its share of any SEDOM liabilities that arose or accrued before the effective date of withdrawal. Such liabilities shall include, but not be limited to notes, bonds, and debt certificates; retirement incentives and other costs related to staff retirements, including employer contributions or other payments to the Illinois Teachers’ Retirement System or the Illinois Municipal Retirement Fund; and the contractual continued service of certificated staff employed for joint agreement programs as determined pursuant to Sections 14-9.01, 24-11 and 24-12 of the Illinois School Code. Unless otherwise provided by these Articles of Joint Agreement or by law, the withdrawing member board’s share of SEDOM liabilities shall be determined based on the withdrawing member board’s district enrollment as a percentage of the total current enrollment of all member districts as identified in the last fall public school housing report for each member district prior to the effective date of withdrawal.
Disposition of Assets and Liabilities. Upon termination by one or all Parties, the Facilities located within each City shall be transferred to the Cities and the Facilities located within the unincorporated areas of the County shall be transferred to the County. Equipment and other personal property of the Storm Water Utility and/or the net proceeds from the sale of such assets shall be distributed to the Parties proportionately to their contributions to the Storm Water Utility. In lieu of distribution, the Parties may agree for the Parties' purchase of equipment or other personal property and payment to the other party. Each Party shall assume and pay the obligations remaining due for the Facilities, equipment and personal property it receives on dissolution and thereafter indemnify and hold the other Party harmless therefrom.
Disposition of Assets and Liabilities. Prior to the Closing, PPMC shall take all action required in order to dispose of all of PPMC's Assets (other than cash, cash equivalents and marketable securities) and satisfy all of its Liabilities in accordance with any and all applicable laws and regulations. PPMC shall indemnify and hold PSF and the PSF SHAREHOLDERS harmless from and/or against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities (including tax liabilities), damages or penalties and reasonable attorneys' fees and related disbursements suffered by PSF, the PSF SHAREHOLDERS and/or PPMC resulting from or arising out of or in connection with any such Assets and/or Liabilities of PPMC.
Disposition of Assets and Liabilities. Prior to the Closing, VOS shall take all action required in order to dispose of all of VOS's Assets (other than cash, cash equivalents and marketable securities) and satisfy all of its Liabilities, in accordance with any and all applicable laws and regulations. VOS shall be responsible for and shall indemnify and hold IdeaEdge and the Sellers harmless from and/or against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities (including tax liabilities), damages or penalties and reasonable attorneys' fees and related disbursements suffered by IdeaEdge, the Sellers and/or VOS resulting from or arising out of or in connection with any such Assets and/or Liabilities of VOS.
Disposition of Assets and Liabilities. Following the Closing, PPMC shall take all action required in order to dispose of all of PPMC's Assets (other than cash, cash equivalents and marketable securities) pursuant to the PPMC Dividend, and otherwise as appropriate, and satisfy all of its Liabilities in accordance with any and all applicable laws and regulations. PPMC shall indemnify and hold PSF and the PSF SHAREHOLDERS, or any of them, harmless from and/or against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities (including tax liabilities), damages or penalties and reasonable attorneys' fees and related disbursements suffered by PSF, the PSF SHAREHOLDERS, or any of them, and/or PPMC resulting from or arising out of or in connection with any such Assets and/or Liabilities of PPMC. Following the Closing, PPMC shall use all reasonable efforts (1) to obtain SEC clearance for and to transmit to its stockholders a Definitive Information Statement with regard to required stockholder action for the Reverse Split and (2) to file a Form 10 with the SEC with regard to the PPMC Dividend, respond promptly to the SEC’s comments on such Form 10 so as to have such Form 10 declared effective by the SEC as soon as practicable, and proceed to distribute to stockholders shares of stock representing the PPMC Dividend. . . . "
Disposition of Assets and Liabilities. Prior to the Closing, AER shall take all action required in order to dispose of all of AER’s Assets (other than cash, cash equivalents and marketable securities) and satisfy all of its Liabilities, except for up to $40,000 in accounts payable or promissory notes (the “Permitted Liabilities”), in accordance with any and all applicable laws and regulations. Promptly following the Closing, Telanetix will pay $15,000 to AER’s former legal counsel in satisfaction of an outstanding account payable. AER shall be responsible for and shall indemnify and hold Telanetix and the Sellers harmless from and/or against any and all demands, claims, actions or causes of action, judgments, assessments, losses, liabilities (including tax liabilities), damages or penalties and reasonable attorneys’ fees and related disbursements suffered by Telanetix, the Sellers and/or AER resulting from or arising out of or in connection with any such Assets and/or Liabilities of AER.
Disposition of Assets and Liabilities. If either party terminates this agreement, any funds collected on behalf of the Project, and remaining in the possession of SharedGeo at the time of termination, shall be disposed of according to existing written agreements with funding sources. If the Project continues beyond the term of this agreement, funds and assets not covered by existing written agreements with funding sources may be transferred to another nonprofit corporation (the Successor) that is tax-exempt under IRC Section 501(c)(3) and that is not classified as a private foundation under Section 509(a). The Successor must be willing and able to sponsor the Project. The Successor must be approved in writing by SharedGeo and the Project by the end of the 90-day period for written notice of termination. If a Successor is found, the balance of assets not covered by existing agreements with funding sources held by SharedGeo for the Project, together with any other assets held or liabilities incurred by SharedGeo in connection with the Project, shall be transferred to the Successor at the end of the 90-day period of written notice of termination or any extension thereof, subject to the approval of any third parties (including funding sources) that may be required. If the Project has formed a new organization qualified to be a Successor as set forth in this Paragraph, such organization shall be eligible to receive all such assets and liabilities so long as such organization has received a determination letter from the Internal Revenue Service which states the new organization is exempt from federal tax under section 501(c)(3) of the Internal Revenue Code no later than the end of the 90-day period of written notice of termination or any extension thereof. If no Successor is found by the end of the 90-day period of written notice of termination, SharedGeo may allocate the Project’s assets and liabilities in any manner consistent with applicable tax and charitable trust laws and other obligations. The time period covered by this agreement is from January 1, 2022 to December 31, 2022, and the agreement will terminate on the date last specified, unless it is either renewed as specified in Paragraph 13, or is terminated with 90 days written notice by either SharedGeo or the Project, as provided in Paragraph 14. By signing below, both parties hereby execute this Agreement according to its terms, and the individuals signing on behalf of SharedGeo and the Project, by signing this Agreement, certify that the...
