Common use of Dissolution; Liquidation Clause in Contracts

Dissolution; Liquidation. (a) The Company shall dissolve, and its affairs shall be wound up, on 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 the Nevada LLC Act, unless the Company's existence is continued pursuant to the Nevada LLC Act. (b) On 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) second, to the Member. (d) As soon as practicable after the Company is dissolved, the Member shall file articles of dissolution in accordance with the Nevada LLC Act.

Appears in 9 contracts

Samples: Operating Agreement (Csac Acquisition Inc.), Operating Agreement (Csac Acquisition Inc.), Operating Agreement (Csac Acquisition Inc.)

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Dissolution; Liquidation. (a) The Company shall dissolve, and its affairs shall be wound up, on 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 the Nevada LLC Act, unless the Company's existence is continued pursuant to the Nevada LLC Act. (b) On dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Manager or 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 Manager or 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) second, to the Member. (d) As soon as practicable after the Company is dissolved, the Manager or the Member shall file articles of dissolution in accordance with the Nevada LLC Act.

Appears in 6 contracts

Samples: Operating Agreement (Csac Acquisition Inc.), Operating Agreement (Csac Acquisition Inc.), Operating Agreement (Csac Acquisition Inc.)

Dissolution; Liquidation. (a) The Company shall dissolve, and its affairs shall be wound up, on 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 the Nevada LLC Act, unless the Company's ’s existence is continued pursuant to the Nevada LLC Act. (b) On 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) second, to the Member. (d) As soon as practicable after the Company is dissolved, the Member shall file articles of dissolution in accordance with the Nevada LLC Act.

Appears in 1 contract

Samples: Operating Agreement (Csac Acquisition Inc.)

Dissolution; Liquidation. (a) The Company shall dissolve, and its affairs shall be wound up, on 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 the Nevada LLC Act, unless the Company's ’s existence is continued pursuant to the Nevada LLC Act. (b) On dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Manager or 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 Manager or 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) second, to the Member. (d) As soon as practicable after the Company is dissolved, the Manager or the Member shall file articles of dissolution in accordance with the Nevada LLC Act.

Appears in 1 contract

Samples: Operating Agreement (Csac Acquisition Inc.)

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Dissolution; Liquidation. (a) The Company shall dissolve, and its affairs shall be wound up, on 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 the Nevada LLC Act, unless the Company's existence is continued pursuant to the Nevada LLC Act. (b) On dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Managers or 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 Managers or 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) second, to the Member. (d) As soon as practicable after the Company is dissolved, the Managers or the Member shall file articles of dissolution in accordance with the Nevada LLC Act.

Appears in 1 contract

Samples: Operating Agreement (Csac Acquisition Inc.)

Dissolution; Liquidation. (a) a. The Company shall dissolve, and its affairs shall be wound up, on 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 the Nevada LLC Act, unless the Company's existence is continued pursuant to the Nevada LLC Act. (b) b. On 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 winding. up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) c. In the event of dissolution, the Company shall conduct conduce 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) second, to the Member. (d) d. As soon as practicable after the Company is dissolved, the Member shall file articles of dissolution in accordance with the Nevada LLC Act.

Appears in 1 contract

Samples: Operating Agreement (Csac Acquisition Inc.)

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