Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up upon the first to occur of the following: (a) the Member’s written determination to dissolve the Company; (b) at any time there are no members of the Company, unless the Company is continued pursuant to the Act; or (c) a decree of judicial dissolution of the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the Member.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Verso Androscoggin LLC), Limited Liability Company Agreement (Verso Androscoggin LLC), Limited Liability Company Agreement (Verso Androscoggin LLC)
Dissolution and Winding Up. The Company shall will dissolve and its business and affairs shall will be wound up up, upon the first to occur of the following:
: (a) the written consent of the Member’s written determination to dissolve the Company;
; (b) at any time there are no members the retirement, resignation, expulsion, bankruptcy or death of the Member or the occurrence of any other event which terminates the continuing membership of the Member in the Company, unless the Company is continued pursuant to the Act; or
or (c) the entry of a decree of judicial dissolution under Section 4A-903 of the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the MemberAct.
Appears in 2 contracts
Samples: Operating Agreement (RHP Partner, LLC), Operating Agreement (Gaylord National, LLC)
Dissolution and Winding Up. The Company shall will dissolve and its business and affairs shall be wound up up, upon the first to occur of the following:
: (a) the written consent of the Member’s written determination to dissolve the Company;
; (b) at the retirement, resignation, or bankruptcy of the Member or the occurrence of any time there are no members other event which terminates the continuing membership of the Member in the Company, unless the Company is continued pursuant subject to the ActNon-Dissolution Condition; or
or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the MemberAct.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Cornell Real Estate Holdings, LLC), Limited Liability Company Agreement (Cornell Real Estate Holdings, LLC)
Dissolution and Winding Up. The Company shall dissolve be dissolved, and its business and affairs shall be wound up up, upon the first to occur of any of the following:following events (each, a “Dissolution Event”):
(a) By the Member’s written determination to dissolve consent of all the Company;Members.
(b) at When required by a decree of judicial dissolution of the Company entered under the Act.
(c) At any time there are no members of the Company, unless the Company is continued pursuant to in accordance with the Act; or
(c) a decree of judicial dissolution of the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the Member.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (United Realty Trust Inc)
Dissolution and Winding Up. The Company shall dissolve be dissolved, and its business and affairs shall be wound up up, upon the first to occur of any of the following:following events (each, a “Dissolution Event”):
(a) By the Member’s written determination to dissolve consent of all the Company;Members in their sole and absolute discretion.
(b) at any time there are no members of the Company, unless the Company is continued pursuant to the Act; or
(c) When required by a decree of judicial dissolution of entered under the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the MemberAct.
Appears in 1 contract
Samples: Limited Liability Company Agreement (American Realty Capital New York Recovery Reit Inc)
Dissolution and Winding Up. The Company shall dissolve be dissolved, and shall terminate and wind up its business and affairs shall be wound up affairs, upon the first to occur of the following:
: (a) the Member’s written unanimous determination by the Members to dissolve the Company;
; or (b) at any time there are no members the entry of the Company, unless the Company is continued pursuant to the Act; or
(c) a decree of judicial dissolution pursuant to Section 18-802 of the Company by a court of competent jurisdictionAct. Upon the dissolution of the Company, after satisfying creditors, all remaining the Company’s assets shall be distributed disposed of and its affairs wound up pursuant to this Article 9 and the Memberappropriate provisions of the JV Agreement and the Act.
Appears in 1 contract
Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up upon the first to occur of the following:
(ai) the Member’s written determination to dissolve the Company;
consent of all Members, (bii) at any time there are no members of the Company, Company unless the Company is continued pursuant to in accordance with the Act; or
, or (ciii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. After establishing reserves determined to be appropriate by the Majority Member, distributions to the Members in liquidation of the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the Membermade in accordance with positive capital account balances.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Gates Engineering & Services FZCO)
Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall commence to be wound up upon the first date specified in a written consent executed by the Member on which dissolution is to occur occur. Upon its dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs, including the sale of the following:
(a) the Member’s written determination to dissolve the Company;
(b) at any time there are no members of the Company, unless the Company is continued pursuant to the Act; or
(c) a decree of judicial dissolution assets of the Company by a court of competent jurisdiction. Upon dissolution in an orderly manner, and the assets of the Company, after satisfying creditors, all remaining assets Company shall be distributed to applied in the Membermanner, and in the order of priority, set forth in the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Valor Telecommunications Southwest LLC)
Dissolution and Winding Up. The Company shall dissolve and its business and affairs shall be wound up upon the first to occur of the following:
(a) the Member’s Members’ written determination to dissolve the Company;
(b) at any time there are no members of the Company, unless the Company is continued pursuant to the Act; or
(c) a decree of judicial dissolution of the Company by a court of competent jurisdiction. Upon dissolution of the Company, after satisfying creditors, all remaining assets shall be distributed to the MemberMembers on the basis of their respective Interests.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Verso Androscoggin LLC)