Dissolution; Liquidation. (a) The LLC 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 LLC under the Act, unless the LLC’s existence is continued pursuant to the Act. (b) Upon dissolution of the LLC, the LLC shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the LLC. During the period of the winding up of the affairs of the LLC, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the LLC shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the LLC in an orderly manner), and the assets of the LLC shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC (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 LLC, the Member shall file Articles of Dissolution in accordance with the Act.
Appears in 6 contracts
Samples: Merger Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Contribution Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.), Merger Agreement (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)
Dissolution; Liquidation. (a) The LLC 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 LLC Company under the Act, unless the LLC’s Company's existence is continued pursuant to the Act.
(b) Upon dissolution of the LLCCompany, the LLC Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the LLCCompany. During the period of the winding up of the affairs of the LLCCompany, the rights and obligations of the Member under this Agreement shall continue.
(c) In the event of dissolution, the LLC Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the LLC Company in an orderly manner), and the assets of the LLC Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC 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 LLCCompany, the Member shall file Articles a Certificate of Dissolution Cancellation in accordance with the Act.
Appears in 5 contracts
Samples: Single Member Operating Agreement, Single Member Operating Agreement, Single Member Operating Agreement
Dissolution; Liquidation. (a) The LLC 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 LLC Company under the Act, unless the LLCCompany’s existence is continued pursuant to the Act.
(b) Upon dissolution of the LLCCompany, the LLC Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the LLCCompany. During the period of the winding up of the affairs of the LLCCompany, the rights and obligations of the Member under this Agreement shall continue.
(c) In the event of dissolution, the LLC Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the LLC Company in an orderly manner), and the assets of the LLC Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC 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 LLCCompany, the Member shall file Articles a certificate of Dissolution dissolution in accordance with the Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Riverview Acquisition Corp.), Limited Liability Company Agreement (Nexeo Solutions, Inc.), Limited Liability Company Operating Agreement (Gold Merger Sub, LLC)
Dissolution; Liquidation. (a) The LLC 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 Member; or (ii) any other event or circumstance giving rise to the dissolution of the LLC Company under Section 18-801 of the Act, unless the LLC’s Company's existence is continued pursuant to the Act.
(b) . Upon dissolution of the LLCCompany, the LLC Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the LLCCompany. During the period of the winding up of the affairs of the LLCCompany, the rights and obligations of the Member under this Agreement shall continue.
(c) . In the event of dissolution, the LLC Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the LLC Company in an orderly manner), and the assets of the LLC Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the LLC 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 LLCCompany, the Member shall file Articles a Certificate of Dissolution Cancellation in accordance with the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement
