Dissolution and Wind Up Sample Clauses

Dissolution and Wind Up. In the event that ¾ of all Parties to this Agreement vote to permanently terminate and dissolve the Agency as provided in Section 2.2.2 above, the dissolution motion shall provide an estimated timeline for the dissolution and shall name two Board members responsible for overseeing the Agency Director or a Board designee during the dissolution process. The Agency Director or a Board designee shall take immediate steps to begin to permanently terminate and dissolve the Agency. Such dissolution steps shall include but are not limited to the following: 24.1 Providing written notice to all Agency elected officials, employees, agents, or contractors of the pending dissolution, including the proposed timeline for a final dissolution and the Agency’s expected process for ending employment relationships. 24.2 Notification to all neighboring governments, all necessary State and federal agencies, and all Agency partners of such dissolution. 24.3 Creation of a budget document which shall account for all Agency funds, revenues, and assets and all Agency debts and financial responsibilities. 24.4 Satisfaction of all Agency debts and financial responsibilities. 24.5 Any funds or revenues remaining in Agency accounts after satisfying all Agency debts and financial responsibilities shall be distributed to the Parties in proportion to their funding contribution to the Agency, as calculated over the Agency’s final twelve (12) months. Such distribution plan shall be documented in writing and shall be provided to all Parties prior to distribution. 24.6 Agency personal property, equipment and furnishings not identified for return to a third party shall be sold in accordance with applicable public contracting and procurement law; after ensuring payment or satisfaction of all Agency debts or financial responsibilities, the funds from such sale shall be distributed to the Parties in proportion to their funding contribution to the Agency, as calculated over the preceding three (3) year period. Such distribution plan shall be documented in writing and provided to all Parties prior to distribution. 24.7 Any other actions or decisions required to fully dissolve the Agency, as determined by the Agency Director or a Board designee and the two (2) Board members identified to oversee the dissolution. AGREED UPON TO AND ENTERED INTO by the appropriate officer(s) who are duly authorized by resolution to execute this Agreement on behalf of the governing body of the below-named unit of local ...
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Dissolution and Wind Up 
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Related to Dissolution and Wind Up

  • 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.

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Dissolution and Liquidation (Check One)

  • Dissolution Winding Up (a) The Partnership shall be dissolved upon (i) the adoption of a plan of dissolution by the General Partner(s) or (ii) the occurrence of any event required to cause the dissolution of the Partnership under the Act. (b) Any dissolution of the Partnership shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Partnership shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act. (c) Upon dissolution of the Partnership, the Partnership shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Partnership, the General Partner(s) shall immediately commence to wind up the affairs of the Partnership in accordance with the provisions of this Agreement and the Act. In winding up the business and affairs of the Partnership, the General Partner(s) may take any and all actions that it determines in its sole discretion to be in the best interests of the Partners, including, but not limited to, any actions relating to (i) causing written notice by registered or certified mail of the Partnership’s intention to dissolve to be mailed to each known creditor of and claimant against the Partnership, (ii) the payment, settlement or compromise of existing claims against the Partnership, (iii) the making of reasonable provisions for payment of contingent claims against the Partnership and (iv) the sale or disposition of the properties and assets of the Partnership. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Partnership and the satisfaction of claims against the Partnership so as to enable the General Partner(s) to minimize the losses that may result from a liquidation.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • DISSOLUTION, LIQUIDATION AND MERGER 51 Section 9.1. Dissolution upon Expiration Date......................................................51 Section 9.2.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Dissolution of Company The Company shall, subject to the SEC’s‌ approval, dissolve and its assets and business shall be wound up upon the occurrence of any of the following events: (a) unanimous written consent of the Participants to dissolve the Company; (b) an event that makes it unlawful or impossible for the Company business to be continued; (c) the termination of one or more Participants such that there is only one remaining Participant; or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

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