Dissolution Agreement. Subject to section 10.3 above, this Agreement and the Agency may be dissolved pursuant to a dissolution agreement approved by all Parties that provides for the dissolution of the Agreement and Agency, the utilization, distribution, transfer and assignment of the funds, assets and property (including any completed or partially constructed Project Facilities) of the Agency, and the transfer and assignment of the rights, liabilities and obligations of the Agency. If, at the time of dissolution, the Agency has completed any Project Facility, then the dissolution agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations to continue the operation and maintenance of the Project Facility or Facilities. The dissolution agreement also must provide for the transfer and assignment of the Agency water right permits and licenses or contracts to the Parties or a responsible successor entity that will hold, maintain and exercise the permit or license for the benefit of the Project Participants. Any such water right transfer and assignment would be subject to approval by the State Water Resources Control Board, if required. If, at the time of dissolution, the Agency is a party to a water supply agreement with Alta ID, then the dissolution agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations under the Alta ID water supply agreement. Upon dissolution of the Agency pursuant to a dissolution agreement approved pursuant to this section, the funds, assets, property, rights, liabilities and obligations of the Agency shall be utilized, distributed, transferred and assigned as provided by the dissolution agreement.
Dissolution Agreement. Should dissolution occur, the parties agree to negotiate and enter into an agreement regarding dissolution of the Joint Venture operations, products and markets.
Dissolution Agreement. Notwithstanding anything to the contrary in this LLC Agreement, if a Member or Members owning Voting Units which in the aggregate constitute not less than 75% of the outstanding Voting Units vote to dissolve the Company at a meeting of the Company pursuant to Article VII, then all of the Members shall agree in writing to dissolve the Company as soon as possible (but in any event not more than 10 days) thereafter.
Dissolution Agreement. This Agreement will not affect, modify or assign the allocation of liability provisions or the indemnification provisions set forth in Article IV and V of that certain Agreement for the Dissolution of Joint Venture (the "Dissolution Agreement") dated February 7, 1996, among DLB Acquisition, L.L.C., DLB Oil & Gas, Inc., Magic Circle Acquisition Corporation and Carmen Field Limited Xxxtnership. Such liabilities will remain with the party allocated such obligations under the Dissolution Agreement.
Dissolution Agreement. Seller shall use its best efforts to sell or otherwise dispose of all of its material assets other than the Assets in a commercially reasonable and orderly fashion and shall promptly thereafter commence the dissolution of Seller and the distribution of the net proceeds to the shareholders of Seller in accordance with applicable state law. To the extent that such liquidation takes place prior to payment in full under the Notes, Seller agrees to take all necessary steps to establish a liquidating trust or other similar mechanism under which the net proceeds of any payments received under the Notes shall be paid directly to the shareholders of Seller. The Buyer has represented to the Seller that the agreement of the Seller to distribute to its shareholders the net proceeds of the transactions contemplated by this Agreement is a material inducement to the Buyer entering into and performing this Agreement. Seller's obligations pursuant to this covenant shall survive the Closing.
Dissolution Agreement. PCEC shall perform its obligations as set forth in the Dissolution Agreement.
Dissolution Agreement. Subject to section 10.3 above, this Agreement and the Agency may be dissolved pursuant to a dissolution Agreement approved by all Parties that provides for the dissolution of the Agreement and the Agency, the utilization, distribution, transfer and assignment of the funds, assets and property (including any completed or partially constructed the Project Facilities) of the Agency, and the transfer and assignment of the rights, liabilities and obligations of the Agency. If, at the time of dissolution, the Agency has completed theany Project Facility, then the dissolution Agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations to continue the operation and maintenance of the Project Facility or Facilities. The dissolution Agreement also must provide for the transfer and assignment of the Agency water supplyright permits and licenses or contracts to the Parties or a responsible successor entity that will hold, maintain and exercise contractthe permit or license for the benefit of the Project Pparticipants. If, at the time of dissolution, the Agency is a party to a water supply Agreement with Alta ID, then the dissolution Agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations under the Alta ID water supply Agreement. Upon dissolution of the Agency pursuant to a dissolution Agreement approved pursuant to this section, the funds, assets, property, rights, liabilities and obligations of the Agency shall be utilized, distributed, transferred and assigned as provided by the dissolution Agreement.
Dissolution Agreement. This is the document by which partners dissolve the partnership – If in a manner not called for by the agreement, then all partners must consent • The agreement should contain: – Identification of all parties involved – Statement that the partnership is being dissolved – Agreement to liquidate the partnership assets and the manner in which that will be done – Execution of the agreement by all partners Legal Document Preparation Class 6 Slide 9
