Dissolution Liquidation Termination Sample Clauses

Dissolution Liquidation Termination. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than (x) upon an assignment by Member of all of its limited liability company interest in the Company and the admission of the transferee, if permitted pursuant to the Loan Documents, or (y) the resignation of Member and the admission of an additional member of the Company pursuant to this Agreement, if permitted pursuant to the Loan Documents), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. (b) Notwithstanding any other provision of this Agreement, the Member or a Special Member becoming a Bankrupt Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (c) Notwithstanding any other provision of this Agreement, each of the Member and the Special Members waives any right it might have to agree in writing to dissolve the Company upon the Member or a Special Member becoming a Bankrupt Member or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company. (d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company sh...
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Dissolution Liquidation Termination. The Partnership shall dissolve only upon the earliest of the following to occur, notwithstanding anything to the contrary in the Act: (a) the expiration of the term of the Partnership as provided in SECTION 2.4; (b) the Bankruptcy of the Partnership; (c) the dissolution of the Partnership by judicial decree; or (d) the Partners mutually agree in writing to dissolve the Partnership.
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Dissolution Liquidation Termination. 9.1 Dissolution..............................................................24 9.2
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Dissolution Liquidation Termination. 21 SECTION 13....................................................................21 ALTERNATIVE DISPUTE RESOLUTION; BINDING ARBITRATION.........................21 SECTION 14....................................................................22 MISCELLANEOUS...............................................................22 OPERATING AGREEMENT OF YOUNG AVIATION, LLC THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") is made and entered into this 15th day of June 2004, by and among Joel Young, Jr. ("Members") and Joel Young, Jr. ("Manager") xx Xxxxx Aviation, LLC, a managxx-xxxxxxx Florida limited liability company ("the Company"). The Company's Articles of Organization, attached as Schedule B, were filed with the Secretary of State of Florida on May 10, 2004, and assigned document number L04000035332. The Company has been assigned federal employer identification number 20-1106849. In consideration of the conditions contained in thxx Xxxxxxxnt, the parties agree as follows:
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Dissolution Liquidation Termination. The dissolution, liquidation, termination or forfeiture of the Right to do business of Borrower.
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Dissolution Liquidation Termination 
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Related to Dissolution Liquidation Termination

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Termination and Liquidation Section 9.01.

  • 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, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Dissolution and Liquidation (Check One)

  • Dissolution Winding Up and Termination Upon the occurrence of a liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which they may deem necessary or desirable to wind up the Partnership's affairs, having for such purpose all the powers referred to and provided for in Article VI appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partner may designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership's assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.

  • Termination Liquidation and Merger 51 SECTION 9.1. Dissolution Upon Expiration Date....................................................51 SECTION 9.2.

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