Dissolution of the Purchasing JV Sample Clauses

Dissolution of the Purchasing JV. (a) The Parties shall cause the Purchasing JV to be dissolved by Goodyear in accordance with this Agreement and the Corporation Law. As the liquidator of the Purchasing JV, Goodyear shall (i) cause the Purchasing JV to satisfy all of its outstanding Liabilities to its creditors, and (ii) following the satisfaction of all such Liabilities, liquidate the remaining assets of the Purchasing JV, and distribute by Wire Transfer the cash proceeds thereof to Goodyear and SRI in accordance with their Pre-Closing Percentage Interests in the Purchasing JV; provided, that unless the Parties elect to transfer all of the outstanding Equity Securities of the Subsidiary of the Purchasing JV to SRI or an SRI Assignee on or prior to the Dissolution Date in consideration for an amount payable by SRI to Goodyear that is mutually acceptable to the Parties, then SRI shall cause such entity to be dissolved in accordance with all applicable Laws on the Dissolution Date.
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Related to Dissolution of the Purchasing JV

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

  • Dissolution of the Partnership The Partnership shall be dissolved upon the happening of any of the following:

  • Dissolution The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

  • 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 members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company 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 of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • 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 Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

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