DISSOLUTION OF THE CONSORTIUM Sample Clauses

DISSOLUTION OF THE CONSORTIUM. The Consortium may be dissolved by the affirmative vote of a majority of the Participating Districts. Upon the decision to dissolve the Consortium pursuant to this Article III: 1. The Consortium shall carry on no business except for the purpose of winding up and concluding its affairs. Provided, that the parties to this Agreement may agree to temporarily extend (for a period not to exceed twelve months) continuation of cooperative programming. 2. The Joint Steering Committee shall proceed to wind up the affairs of the Consortium, and all of the powers of the Joint Steering Committee under this Agreement shall continue until the affairs of the Consortium shall have been wound up, including, without limitation, the power to fulfill or discharge the contracts of the Consortium, collect its assets, sell, convey, assign, exchange, transfer, or otherwise dispose of all or any part of the remaining Consortium property to one or more persons at public or private sale for consideration which may consist in whole or in part of cash or other property of any kind, discharge or pay its liabilities, and do all other acts appropriately to liquidate its affairs; provided, however, that any sale, conveyance, assignment, exchange, transfer, or other disposition of all or substantially all of the Consortium property, and the valuation thereof and the consideration therefor, shall require approval by affirmative vote of the majority of the Participating Districts. 3. After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements, as it deems necessary for the protection of the Consortium, the Joint Steering Committee shall distribute the remaining Consortium property, in cash or in kind, or partly in each, among the Participating Districts, on a pro rata per share basis. Upon performance of the activities designated in the immediately preceding paragraphs, the Joint Steering shall execute and lodge among the records of the Consortium an instrument in writing setting forth the fact of dissolution; and except as provided by applicable law or otherwise in this Agreement, the Joint Steering and its individual members shall thereupon be discharged from all further liabilities and duties hereunder, and the right, title, and interest of all Participating Districts in the property or other assets of the Consortium shall cease and be cancelled and discharged.
Sample 1
AutoNDA by SimpleDocs
DISSOLUTION OF THE CONSORTIUM. The Consortium may be dissolved by decision of the Steering Committee by a two thirds majority of the votes cast. A respective resolution shall be taken if the purpose as defined under Article 2 has been fulfilled to its full extent.
Sample 1
DISSOLUTION OF THE CONSORTIUM. A. In the event of the dissolution of the Consortium, those revenues existing or receivable, real or other properties, fixed or other tangible assets and materials owned by or in the possession of the Consortium as of the date of the Consortium ceases to exist, shall be distributed and/or paid to those towns who were member towns one day prior to the date of such dissolution, upon a schedule of apportionment of distribution and/or payment to be fixed upon the relative respective contributions of operating and capital costs by the member towns to the Consortium while a member town of the Consortium. The final reconciliation shall be confirmed by an audit. Nothing in this section shall be construed to substantially impair the rights and obligations of the Consortium, or its member towns to pay all outstanding indebtedness of the Consortium as set forth in Section XIV of this Agreement.
Sample 1
DISSOLUTION OF THE CONSORTIUM a. The Consortium may require dissolution in the following circumstances: i. Financial unsustainability due to reimbursement barriers. ii. Legislative or regulatory changes that prevent continuation of Services or pose significant barriers which are unable to be circumvented. iii. Lack of resources and capacity which render the Consortium inoperable. b. In the event of dissolution, the parties shall have no further obligations to each other, except for those to which they are bound individually under Wisconsin Administrative Code, Chapter DHS 35 and/or Chapter DHS 75.13.
Sample 1
DISSOLUTION OF THE CONSORTIUM. 14.1 This Agreement may be ended at any time subject to satisfying the requirements of and contractual obligations due to the Funding Bodies and with the mutual consent of all Consortium Members. 14.2 There is no guarantee of further funding, however successful the Consortium or the Activities may have been. All Consortium Members must ensure that they have not made commitments in relation to the Activities or the Consortium that go beyond the end of any guaranteed funding period, unless alternative funding has been secured. 14.3 If required, a final report will be produced on dissolution with full financial details of spending and final evaluation of the Activities and the Consortium. 14.4 If either A as the lead body/main contractor or any other Consortium Member wishes to end this Agreement, a request in writing must be made through the Project Management Group. If any Consortium Member believes that this is not in the best interests of the Consortium or the Activities, then the dispute resolution process detailed in clause 13 will be used. If this process does not resolve the matter then ___________ will be asked to arbitrate and make the final decision. 14.5 If this Agreement is dissolved, all Consortium Members will be responsible for ensuring that final monitoring and reporting, including financial details, are completed. Otherwise, A reserves the right to withhold any final payments until the required information or details are submitted in an acceptable format. 14.6 All Consortium Members will work to ensure a viable exit strategy, whether to continue service delivery of the Activities in some other manner or to wind up with minimal disruption to the beneficiaries of the Activities. 14.7 Each Consortium Member’s indemnity under clauses 5.1.8 and 5.2.10 above will continue for a period of six years after the date the Consortium dissolves.
Sample 1
DISSOLUTION OF THE CONSORTIUM i. This MoU shall come into force on the date of its signing by the designated officers / representatives of the founding Regular Members, and will be in effect till the occurrence of the earliest of the following events: a. Conclusion of an agreement to terminate the MOU between the Members by a three fourths majority of Regular Members in the Executive Council. b. Expiry of a period of 36 months from the date of its commencement, unless its term is extended by mutual agreement in writing between the Members. c. It is otherwise earlier terminated pursuant to the provisions of this MoU.
Sample 1

Related to DISSOLUTION OF THE CONSORTIUM

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

  • Dissolution Liquidation and Termination of the Company 18 Section 11.1 Dissolution 18 Section 11.2 Liquidation and Termination 18 Section 11.3 Payment of Debts 18 Section 11.4 Debts to Members 19 Section 11.5 Remaining Distribution 19 Section 11.6 Reserve 19 Section 11.7 Final Accounting 19 ARTICLE XII MISCELLANEOUS 20 Section 12.1 Relationship of the Parties 20 Section 12.2 Performance by the Company 20 Section 12.3 Agreement for Further Execution 20 Section 12.4 Notices 20 ANNEX A Definitions ANNEX B Representations and Warranties of the Members ANNEX C Employment and Secondment Matters PP Disclosure Schedule GEOSP Disclosure Schedule EXHIBIT 1 Membership Interests EXHIBIT 2 Allocation and Capital Account Provisions EXHIBIT 3 Strategic Plan and 1999 Operating Plan EXHIBIT 4 GE Company Policies EXHIBIT 5 Form of Contribution Agreement EXHIBIT 6 Form of Promissory Note and Security Agreement EXHIBIT 7 Form of GE Trademark and Tradename Agreement EXHIBIT 8 Form of PP Trademark Agreement EXHIBIT 9 Form of Distributor Agreement AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GE FUEL CELL SYSTEMS, L.L.C. A Delaware Limited Liability Company THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "LLC Agreement") is made and entered into on the 3rd day of February, 1999, by and between GE ON-SITE POWER, INC., a Delaware corporation ("GEOSP"), a wholly owned subsidiary of GENERAL ELECTRIC COMPANY ("GE"), which is controlled by GE's Power Systems business ("GEPS"), having offices at Xxx Xxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx 00000, and PLUG POWER, L.L.C., a Delaware limited liability company ("PP"), having offices at 000 Xxxxxx-Xxxxxx Xxxx, Xxxxxx, New York 12110 (GEOSP and PP, collectively the "Members" and each individually, a "Member"), to join together to operate a limited liability company under the laws of the State of Delaware for the purposes and upon the terms and conditions set forth in this LLC Agreement.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Dissolution of Company The Company shall, subject to the SEC’s‌ approval, dissolve and its assets and business shall be wound up upon the occurrence of any of the following events: (a) unanimous written consent of the Participants to dissolve the Company; (b) an event that makes it unlawful or impossible for the Company business to be continued; (c) the termination of one or more Participants such that there is only one remaining Participant; or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

  • 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 and Termination of Trust (a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 9.4. (b) Notwithstanding anything in Section 9.5 to the contrary, the Trustees may without Shareholder approval (unless such approval is required by the 1940 Act) in dissolution of the Trust or any Class, liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable law, including, without limitation, (i) sell and convey all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series thereof; or (ii) at any time sell and convert into money all of the assets of the Trust or any Class. Following a sale or conversion in accordance with the foregoing sub-Section 9.4(b)(i) or (ii), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets allocated to that Class over the liabilities allocated to such Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust (in the case of a sale or conversion with respect to the Trust) or any affected Class shall terminate and the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Dissolution and Liquidation (Check One)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!