Dissolution by Agreement Sample Clauses

Dissolution by Agreement. The Company may be dissolved at any time by the unanimous written consent of the Members.
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Dissolution by Agreement. The LLC shall be dissolved upon the passage of ninety (90) days after the consent in writing by all of the Members to dissolve an wind up the affairs of the LLC (a "Dissolution By Agreement").
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Dissolution by Agreement. At the end of the term of the Partnership, or if the Partners decide to dissolve the Partnership at any earlier time, the Partners shall proceed as promptly as practicable in a manner which is reasonably expected to maximize the value of the Partnership to the Partners, (i) first, to sell the Amended and Restated Partnership Agreement business of the Partnership as a going concern, (ii) second, to sell any portion or portions of the business of the Partnership as a going concern, (iii) third, to dispose of the property of the Partnership (including any Intellectual Property) for cash and cash equivalent items and (iv) fourth, to distribute all assets to the Partners in kind (including cash and cash equivalents); provided that nothing in this sentence shall be deemed to supersede the terms of or create rights not expressly provided in any Operative Document or other agreement to which the Partnership and either Parent or its respective Affiliates are parties which relate to Intellectual Property. In connection with any sale under the preceding sentence either Partner may bid for or purchase all or any of the business or properties of the Partnership. Unless otherwise agreed the assets distributed in kind shall be distributed to the partners pro rata as co-owners. Each of the Partners shall be furnished with a statement setting forth the assets and liabilities of the Partnership as of the date of the complete liquidation. The Accountants shall review the final accounting and shall render their opinion with respect thereto. If, upon dissolution, the assets of the Partnership are insufficient to pay and discharge all debts, liabilities and obligations of the Partnership as to which the Partners have joint liability, the Partners shall pay such liabilities (subject to 6.02(b)) in the proportion of 70% by the Diebold Partner and 30% by the IBM Partner (and a Partner paying more than its proportion shall have a right of contribution from the other Partner), and such payments shall be deemed to be capital contributions to the Partnership.
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Dissolution by Agreement. (a) In the event that either Partner gives the other Partner notice prior to December 31, 2000, that it elects to terminate the Partnership for any reason permitting termination without mutual agreement of the Partners other than an Event of Default, a 24-month transition period shall begin upon the effective date of such notice. In addition, if the Partners have not agreed by December 31, 2000, to extend the term of the Partnership beyond December 31, 2002, and unless notice for termination has already been given, a 24-month transition period shall begin upon December 31, 2000. During the transition period, the Partners and their respective Parents may negotiate the terms of a mutually agreeable private sale among themselves. (b) At the end of the transition period provided for by Section 11.02(a), at the expiration of the term of the Partnership under Section 2.04, if the Partners decide to dissolve and wind up the Partnership at any earlier time or if the Partnership is to be dissolved and wound up pursuant to Section 10.07, 10.08 or 10.11 or this Article XI, the Partners shall proceed as promptly as practicable to (i) terminate the business and operations of the Partnership and cease all operations as a going concern, (ii) wind up the affairs of the Partnership in accordance with Section 11.02(d) and (iii) liquidate the Partnership's tangible personal property through individual asset sales and not as a going concern. In connection with any such sale under clause (iii) of the preceding sentence, either Partner or any Affiliate of either Partner shall have a right of first offer to acquire the Partnership's tangible personal property in the liquidation process and may also acquire such property through participation at auction. Each of the Partners shall be furnished with a statement setting forth the assets and liabilities of the Partnership as of the date of the complete liquidation of the Partnership. The Accountants shall review the final accounting and shall render their opinion with respect thereto. (c) If agreed by the Partners in writing at the time, upon the dissolution and winding up of the Partnership, if the assets of the Partnership are insufficient to pay and discharge all debts, liabilities and obligations of the Partnership as to which the Partners have joint liability, the Partners shall pay such liabilities in the proportion of their respective Percentages. Such payments shall be deemed to be capital contributions to the Partnership by...
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Dissolution by Agreement. 30 SECTION 11.03 Dissolution upon Event of Default........................................................... 30 SECTION 11.04 Dissolution by Unilateral Option............................................................ 30
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Dissolution by Agreement. 26 SECTION 11.03
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Dissolution by Agreement. 12.5.1 The partners may at any time during the existence of the agreement mutually agree to dissolve the partnership. In that event a liquidator shall be appointed by the partnership who shall be authorised to liquidate the assets of the partnership and pay the nett proceeds thereof to each partner according to the percentage shareholding of each partner.
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Related to Dissolution by Agreement

  • Termination by Agreement both parties may agree to terminate this Agreement;

  • Termination by Mutual Agreement This Contract may be terminated by mutual written agreement of the Parties.

  • Termination by Mutual Agreement of the Parties Executive’s employment with the Company may be terminated at any time upon a mutual agreement in writing of the Parties. Any such termination of employment shall have the consequences specified in such agreement.

  • Termination by Any Party This Advisory Agreement may be terminated upon 60 days’ written notice without cause or penalty, by any party (by a majority of the Independent Directors of the Company or the manager of the Advisor).

  • Termination by Seller This Agreement may be terminated at any time prior to the Closing by Seller, by written notice to Buyer:

  • Termination by Parent This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by Parent if:

  • Termination by Manager Manager shall have the right to terminate this Agreement at any time, with or without cause, upon sixty (60) days written notice to Owner. Manager shall also have the right to terminate this Agreement upon thirty (30) days written notice to Owner for non-payment of fees and expenses due Manager under the terms of this Agreement

  • Termination by Sellers This Agreement may be terminated at any time prior to the Closing Date by Sellers as follows:

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

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