Common use of Dissolution; Liquidation Clause in Contracts

Dissolution; Liquidation. (a) The Company shall be dissolved, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Member elects to continue the Company to the extent permitted under the Act: (i) At the time specified in a written consent of the Member; (ii) At any time there is no remaining member of the Company; or (iii) At the time specified in a decree of judicial dissolution under the Act. (b) To the fullest extent permitted by law, the foregoing constitutes the only events upon which the Company shall be dissolved and its affairs wound up. (c) Upon the dissolution of the Company, the Board or its designee shall conduct the winding up of the affairs of the Company. The winding up of the Company shall be complete when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made in accordance with the Act. (d) The existence of the Company shall continue until the cancellation of the Certificate as provided under the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (LMF Commercial Mortgage Securities, LLC), Limited Liability Company Agreement (Rialto Commercial Mortgage Securities, LLC)

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Dissolution; Liquidation. (a) The Company shall be dissolved, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Member elects to continue the Company to the extent permitted under the Act: (i) At the time specified in a written consent of the Member; (ii) At any time there is no remaining member of the Company; or (iii) At the time specified in a decree of judicial dissolution under the Act. (b) To the fullest extent permitted by law, the foregoing constitutes the only events upon which the Company shall be dissolved and its affairs wound up. (c) Upon the dissolution of the Company, the Board Member, or its designee successors or assigns, shall conduct the winding up of the affairs of the Company. The winding up of the Company shall be complete when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made in accordance with the Act. (d) The existence of the Company shall continue until the cancellation of the Certificate Articles as provided under in the Act.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lennar Corp /New/)

Dissolution; Liquidation. (a) The Company shall be dissolved, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Member elects to continue the Company to the extent permitted under the Act: (i) At the time specified in a written consent of the MemberMember upon or without the recommendation of the Board; (ii) At any time there is no remaining member of the Company; or (iii) At the time specified in a decree of judicial dissolution under the Act. (b) To the fullest extent permitted by law, the foregoing constitutes the only events upon which the Company shall be dissolved and its affairs wound up. (c) Upon the dissolution of the Company, the Board or its designee shall conduct direct, and the officers of the Company shall conduct, the winding up of the affairs of the Company. The winding up of the Company shall be complete when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made in accordance with the Act. (d) The existence of the Company shall continue until the cancellation of the Certificate as provided under in the Act.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Lennar Corp /New/)

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Dissolution; Liquidation. (a) The Company shall be dissolved, and its affairs shall be wound up, solely upon the first to occur of the following, unless the Member elects to continue the Company to the extent permitted under the Act: (i) At the time specified in a written consent of the Member; (ii) At any time there is no remaining member of the Company; or (iii) At the time specified in a decree of judicial dissolution under the Act. (b) To the fullest extent permitted by law, the foregoing constitutes the only events upon which the Company shall be dissolved and its affairs wound up. (c) Upon the dissolution of the Company, the Board Member, or its designee successors or assigns, shall conduct the winding up of the affairs of the Company. The winding up of the Company shall be complete when all debts, liabilities, and obligations of the Company have been paid and discharged or reasonably adequate provision therefor has been made in accordance with the Act. (d) The existence of the Company shall continue until the cancellation of the Certificate Articles as provided under in the Act.

Appears in 1 contract

Samples: Operating Agreement (Motorsport Gaming Us LLC)

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