Common use of Dissolution of the Company; Termination of Series Clause in Contracts

Dissolution of the Company; Termination of Series. (a) The Company will dissolve, and its affairs shall be wound up, upon the earliest to occur of the following: (i) on the final distribution by the Administrator of all moneys or other property constituting Titling Company Assets, (ii) at the direction of the Member so long as no Undertakings are outstanding, (iii) 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 (iv) the entry of a decree of judicial dissolution of the Company 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 last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), 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) A Series shall be terminated, and its affairs wound up, upon the earliest to occur of (i) the dissolution of the Company, (ii) the receipt by the Administrator of direction to such effect signed by the Holder of the related Certificate, with the consent of the Registered Pledgee, if any, or (iii) the entry of a decree of judicial termination of such Series under Section 18-215 of the Act. The termination and winding up of a Series shall not, in it of itself, cause a dissolution of the Company or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any Other Series provided by this Agreement and the Act. Upon any such termination of a Series Interest, in the event that the Company has not dissolved, the Administrator (at the expense and direction of the related Holder or Registered Pledgee) will reallocate and re-associate the related Series Assets to the Unallocated Assets Series or any other Series, if any, or will, following the satisfaction of the liabilities of such Series in accordance with the Act, distribute to the Holder of the Certificate related to the terminating Series Interest, subject to the rights of any Registered Pledgees, all related Series Assets, including title to the related Specified Leased Vehicles by causing the Certificates of Title with respect thereto to be reregistered in the name of, or at the direction of, such Holder. Upon the dissolution of the Company, following the satisfaction of the liabilities of the Company and applicable Series in accordance with the Act, the Administrator will distribute to each Holder of a Certificate the related Series Assets by causing the Certificates of Title to be reregistered in the name of, or at the direction of, each such Holder. (c) In the event of dissolution or termination, as applicable, the Company or applicable Series shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company or such Series in an orderly manner), and the assets of the Company or such Series, as applicable, shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act and this Section 8.1. (d) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (e) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member or Special Member shall not cause such Member or Special Member, respectively, to cease to be a member of the Company or any Series and upon the occurrence of such an event, the Company shall continue without dissolution and any applicable Series shall continue without termination. (f) The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii), Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii), Limited Liability Company Agreement (Nissan Auto Leasing LLC Ii)

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