Dissolution of the Seller Sample Clauses

Dissolution of the Seller. Within three (3) months of the Closing, the Seller shall distribute the Stock Consideration to the shareholders of the Seller, cause the affairs of the Seller to be wound-up and dissolve the corporate existence of the Seller.
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Dissolution of the Seller. Effective upon the time of any dissolution of the Seller, the Partner Parties hereby jointly and severally assume and agree to assume all of the obligations, liabilities and agreements of the Seller in this Agreement and the Seller Ancillary Documents; provided that no such assignment or assumption shall relieve the Seller from any of its obligations, liabilities or agreements under this Agreement or any such Seller Ancillary Document.
Sample 1
Dissolution of the Seller. If the Seller dissolves or otherwise ceases to exist, the Key Shareholders shall appoint a representative to receive notices on their behalf and notify the Purchaser in writing of the same, which notice shall contain the address to which notices may be addressed to such representative.
Sample 1

Related to Dissolution of the Seller

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

  • Dissolution and Winding Up of the Company 9.1Dissolution. The Company shall be dissolved on the happening of any of the following events:

  • 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 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.

  • Dissolution and Termination of the Company (a) The Company shall be dissolved and its business wound up upon the occurrence of any of the following events:

  • Dissolution of the Issuer Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer in accordance with Section 9.2 of the Trust 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 Partnership shall be dissolved upon the happening of any of the following:

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • 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.

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