Dissolution, Bankruptcy or Default Sample Clauses

Dissolution, Bankruptcy or Default. In addition to the right to dissolve the Company in accordance with Section 9.1, in the event of bankruptcy or dissolution or substantial default of a material term in this Agreement which is not cured within ninety (90) days after receipt of notice of such default or an uncured substantial default under an individual License Agreement by either Member (each a "Member Default"), the non-defaulting Member and/or the Company shall have the right to continue to service the Clients directly and/or to hire a third party to carry out the obligations of the defaulting Member under any Client Contracts outstanding on the date of the Member Default. Notwithstanding the terms of Article 5 (except Sections 5.2 and 5.3) relating to the allocation of Net Profits and Net Losses and distributions to Members, the defaulting Member would have no rights to any Net Profits or proceeds generated by the Company or the remaining Member after the date of Member Default and the remaining Member shall be entitled to 100% of the Net Profits, proceeds and fees received by the Company for services provided after the date of the Member Default. If the defaulting Member receives a distribution from or on behalf of the Company in violation of this Section 9.3(a), then such defaulting Member shall be deemed to be holding such distributions in trust for the benefit of the Company and the remaining Member. In no event shall the default, dissolution or bankruptcy of a Member relieve such Member of its obligations under any contracts with the Company, including without limitation that Member's respective License Agreement described in Section 3.7 hereof. To enable the remaining Member to carry out the Company's obligations under any outstanding Client Contract, the defaulting Member shall provide the remaining Member and the Company, subject to appropriate confidentiality restrictions, any and all data generated through the date of the Member Default under any outstanding Client Contracts. At the request of the non-defaulting Member, the defaulting Member shall facilitate assignment of any Client Contracts to the remaining Member.