Dissolution of the JV Company Sample Clauses

Dissolution of the JV Company. 13.1.1 In the event of a Mandatory Deadlock Matter, and provided that such Mandatory Deadlock Matter occurs on or before the 1st anniversary of the signing of this Agreement, the Parties shall be obliged to resolve on a dissolution of the JV Company. 13.1.2 A dissolution of the JV Company shall be conducted in accordance with applicable law, and by distribution of the JV Company’s assets, rights, liabilities and obligations between the Parties, with an aim to return the assets and rights to the Parties in accordance with the respective Party’s contribution to the establishment of the JV Company (as further set out in the Investment Agreement). 13.1.3 The distribution of the JV Company’s assets and rights (and in particular the Intellectual Property Rights) shall be carried out in the following manner: (a) Each Party shall receive the assets and rights which have been contributed to any of the JV Group Companies by such Party, including, but not limited to the Intellectual Property previously solely owned by each Party and assigned under the Autoliv Background IP Assignment Agreement and the Volvo Cars Background IP Assignment, respectively. (b) If any asset or right cannot be distributed as stated in item (a) above, such Party shall primarily from the JV Company receive an amount corresponding to the value of such asset or right. (c) If a Party, as a consequence of application of items (a) and (b) above, receives assets and rights to a value less than what was contributed by such Party to any of the JV Group Companies, both Parties shall share such value loss. The value loss shall be shared by way of the other Party contributing its part of the loss in cash to the Party receiving a lower value than contributed. (d) Any overvalue in the JV Company after application of items (a) to (c) above shall be distributed between the Parties pro rata to their shareholding in the JV Company. 13.1.4 The Parties agree that in case of a dissolution under this Clause 13, the Foreground IP and the remaining Background IPR, i.e. the Intellectual Property previously jointly owned by the Parties and assigned under the Autoliv Background IP Assignment Agreement and the Volvo Cars Background IP Assignment respectively, (the “Remaining IPR”) shall be jointly owned by both Parties in equal and undivided shares. In course of the dissolution the JV Company shall assign and shall cause its Affiliates to assign to the Parties all of its rights and interest in the Remaining IPR to give...
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Dissolution of the JV Company. 13.1.1 In the event of a Mandatory Deadlock Matter, and provided that such Mandatory Deadlock Matter occurs on or before the 1st anniversary of the signing of this Agreement, the Parties shall be obliged to resolve on a dissolution of the JV Company. 13.1.2 A dissolution of the JV Company shall be conducted in accordance with applicable law, and by distribution of the JV Company’s assets, rights, liabilities and obligations between the Parties, with an aim to return the assets and rights to the Parties in accordance with the respective Party’s contribution to the establishment of the JV Company (as further set out in the Investment Agreement). 13.1.3 The distribution of the JV Company’s assets and rights (and in particular the Intellectual Property Rights) shall be carried out in the following manner:
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Dissolution of the JV Company 
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Related to Dissolution of the JV Company

  • 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 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 of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued; or (iii) the written consent of each Member. Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) In the event of the dissolution of the Company for any reason, the Manager or any liquidating agent or committee appointed by the Manager upon reasonable arms length transaction terms shall act as a liquidating agent (such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have reasonable discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (d) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Manager.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the 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 Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution Winding Up (a) The Company shall be dissolved upon: (i) the adoption of a plan of dissolution by the Sole Member or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act. (b) Any dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Delaware Limited Liability Company Act. (c) Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Sole Member shall designate one or more persons (the “Liquidating Trustees”) to accomplish the winding up of the business and affairs of the Company. Upon their designation, the Liquidating Trustees shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Delaware Limited Liability Company Act. In winding up the business and affairs of the Company, the Liquidating Trustees may take any and all lawful actions that they determine in their sole discretion to be in the best interests of the Sole Member, including, but not limited to, any actions relating to: (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company; (ii) the payment, settlement or compromise of existing claims against the Company; (iii) the making of reasonable provisions for payment of contingent claims against the Company; and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Liquidating Trustees to minimize the losses that may result from a liquidation.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and (iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, however, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner under the Delaware Act and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

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