Dissolution by Agreement Sample Clauses

Dissolution by Agreement. The Company may be dissolved at any time by the unanimous written consent of the Shareholders.
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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. (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. 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. 12.5.2 In the event of the partnership dissolving, each partner shall be obliged to notify the patients treated by him of the dissolution and to inform such patient, who shall in future handle the file of the particular patient.
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Dissolution by Agreement. 26 SECTION 11.03
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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. 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 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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Related to Dissolution by Agreement

  • TERMINATION BY MPS MPS further reserves the right to terminate this Contract at any time for any reason by giving Contractor written notice by Registered or Certified Mail of such termination. MPS will attempt to give Contractor 20 days’ notice, but reserves the right to give immediate notice. In the event of said termination, Contractor shall reduce its activities hereunder, as mutually agreed to, upon receipt of said notice. Upon said termination, Contractor shall be paid for all services rendered through the date of termination, including any retainage. This section also applies should the Milwaukee Board of School Directors fail to appropriate additional monies required for the completion of the Contract.

  • Termination by ICANN (a) ICANN may, upon notice to Registry Operator, terminate this Agreement if: (i) Registry Operator fails to cure (A) any fundamental and material breach of Registry Operator’s representations and warranties set forth in Article 1 or covenants set forth in Article 2, or (B) any breach of Registry Operator’s payment obligations set forth in Article 6 of this Agreement, each within thirty (30) calendar days after ICANN gives Registry Operator notice of such breach, which notice will include with specificity the details of the alleged breach, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in fundamental and material breach of such covenant(s) or in breach of its payment obligations, and (iii) Registry Operator fails to comply with such determination and cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (b) ICANN may, upon notice to Registry Operator, terminate this Agreement if Registry Operator fails to complete all testing and procedures (identified by ICANN in writing to Registry Operator prior to the date hereof) for delegation of the TLD into the root zone within twelve (12) months of the Effective Date. Registry Operator may request an extension for up to additional twelve (12) months for delegation if it can demonstrate, to ICANN’s reasonable satisfaction, that Registry Operator is working diligently and in good faith toward successfully completing the steps necessary for delegation of the TLD. Any fees paid by Registry Operator to ICANN prior to such termination date shall be retained by ICANN in full. (c) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator fails to cure a material breach of Registry Operator’s obligations set forth in Section 2.12 of this Agreement within thirty (30) calendar days of delivery of notice of such breach by ICANN, or if the Continued Operations Instrument is not in effect for greater than sixty (60) consecutive calendar days at any time following the Effective Date, (ii) an arbitrator or court of competent jurisdiction has finally determined that Registry Operator is in material breach of such covenant, and (iii) Registry Operator fails to cure such breach within ten (10) calendar days or such other time period as may be determined by the arbitrator or court of competent jurisdiction. (d) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator makes an assignment for the benefit of creditors or similar act, (ii) attachment, garnishment or similar proceedings are commenced against Registry Operator, which proceedings are a material threat to Registry Operator’s ability to operate the registry for the TLD, and are not dismissed within sixty (60) calendar days of their commencement, (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registry Operator or maintains control over any of Registry Operator’s property, (iv) execution is levied upon any material property of Registry Operator, (v) proceedings are instituted by or against Registry Operator under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within sixty (60) calendar days of their commencement, or (vi) Registry Operator files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations or the operation of the TLD. (e) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement pursuant to Section 2 of Specification 7 or Sections 2 and 3 of Specification 11, subject to Registry Operator’s right to challenge such termination as set forth in the applicable procedure described therein. (f) ICANN may, upon notice to Registry Operator, terminate this Agreement if (i) Registry Operator knowingly employs any officer who is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing, or (ii) any member of Registry Operator’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registry Operator’s board of directors or similar governing body within thirty (30) calendar days of Registry Operator’s knowledge of the foregoing. (g) ICANN may, upon thirty (30) calendar days’ notice to Registry Operator, terminate this Agreement as specified in Section 7.5. (h) [Applicable to intergovernmental organizations or governmental entities only.] ICANN may terminate this Agreement pursuant to Section 7.16.

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