Disposition of Assets Upon Dissolution Sample Clauses

Disposition of Assets Upon Dissolution. Upon dissolution of the Auxiliary or the cessation of its operations under this Agreement, its assets remaining after payment, or provisions for payment, of all debts and liabilities shall be distributed to either (i) such organization organized and operated exclusively for educational purposes in support of the District, which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or (ii) a state or political subdivision of a state of the United States to be used exclusively for public purposes. That organization shall be the District if it qualifies as such at the time of disposition, for its exclusive benefit.
AutoNDA by SimpleDocs
Disposition of Assets Upon Dissolution. Upon any dissolution of the Partnership, subject to the provisions of Section 13.5 hereof, all assets shall be sold and the proceeds distributed, or the assets distributed in kind if the Partners so elect, to the Partners in the manner and the priority provided for in Section 8.3.
Disposition of Assets Upon Dissolution. Any net assets remaining after payment of liabilities and expenses shall be distributed on a pro rata basis in accordance with the amounts provided by each party up to the date of dissolution.
Disposition of Assets Upon Dissolution. The Entities agree that if the MPO formed under this JPA is dissolved or for whatever reason otherwise ceases to exist, any remaining funds and equipment associated with the MPO will be disposed of as follows:
Disposition of Assets Upon Dissolution. 7 12. ACCOUNTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
Disposition of Assets Upon Dissolution. Upon any dissolution of the Company, the Member shall take full account of the Company assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining the fair value thereof and the proceeds from such liquidation shall be distributed, or the assets distributed in kind if the Member so elects, to the Member. Notwithstanding the foregoing, if the Member determines that an immediate sale or disposition of part or all of the Company assets would cause undue loss to the Member, the Member, in order to avoid such loss, may, after having given notification to the Member, either defer liquidation of and withhold from distribution for a period determined by it any assets of the Company except those necessary to satisfy the Company's debts and obligations, or distribute the assets to the Member in kind.

Related to Disposition of Assets Upon Dissolution

  • RIGHTS UPON DISTRIBUTION OF ASSETS In addition to any adjustments pursuant to Section 2 above, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to the extent of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).

  • Liquidation of Assets We have the right to liquidate assets in your Xxxx XXX if necessary to make distributions or to pay fees, expenses, taxes, penalties, or surrender charges properly chargeable against your Xxxx XXX. If you fail to direct us as to which assets to liquidate, we will decide, in our complete and sole discretion, and you agree to not hold us liable for any adverse consequences that result from our decision.

Time is Money Join Law Insider Premium to draft better contracts faster.