Dissolution Plan Sample Clauses

Dissolution Plan. Monticello will fully cooperate with the Commission in the event of dissolution of the charter. In such cases, the Governing Board of Monticello is responsible for the dissolution of the business affairs of the school. Upon dissolution of Monticello remaining assets will be distributed to creditors pursuant to Sections 30-3-114 and 30-3- 115 of the Idaho Code. All remaining assets will be distributed to the Idaho Public Charter School Commission. All records of students residing in District No. 93 will be immediately transferred to the District. All parents of students will receive written notice of how to request a transfer of student records to a specific school. Monticello will accommodate student record requests from schools outside of Bonneville School District for up to one year after dissolution. Background This Closure Protocol is aligned to Idaho statute and rule and is designed to reflect best practices for managing the school closure process in an organized manner that protects the state, students and the community. The Idaho Public Charter School Commission Closure Protocol is based on the Colorado Charter School Sample Closure Framework released in 2011 and publicly available at xxx.xxxxxxxxxxxxxxxxxxxx.xxx. The Colorado Sample Closure Framework was created through the collaborative work of the Colorado Department of Education, the Colorado League of Charter Schools, and the Colorado Charter School Institute. The Colorado Charter School Sample Closure Framework incorporated information from the following sources:
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Dissolution Plan. If a Consensual Dissolution Plan is agreed in writing by the Members, such Consensual Dissolution Plan shall be promptly put into effect and dissolution of the Company shall be carried out in accordance with such Consensual Dissolution Plan. If the Members are unable to agree on a Consensual Dissolution Plan within 30 days of the Dissolution Event Notice, then Section 16.6 shall apply.
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Dissolution Plan. ‌ At the time of the vote to dissolve, the Governing Board must approve a Dissolution Plan outlining the process and procedures for dissolving the Cooperative and providing for the distribution of its assets and liabilities in accordance with the terms and conditions of this Agreement. The Dissolution Plan will identify all outstanding liabilities of ISECC and a plan for extinguishing those liabilities and otherwise gradually concluding the affairs of ISECC. The Dissolution Plan must include a plan for dismissing all employees of ISECC, in accordance with applicable law.
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Dissolution Plan. Ending a partnership is very natural. It could happen due to various reasons, such as achievement of mutual objectives or it just didn’t work out. It’s always better to walk away from a partnership if it’s no longer viable and regroup with new partners instead of forcing a relationship that’s not working. Partnership is often based on a formal commitment that was agreed upon by two or more partners by signing a contract. Similarly, ending the partnership must also be done through a formal dissolution plan, in order to amicably bring the relationship to a closure. The dissolution plan will provide guidelines for formal processes including handing over of things, completion of tasks and all other formalities such as financial procedures, employee contracts, etc.
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Dissolution Plan. Monticello will fully cooperate with the Commission in the event of dissolution of the charter. In such cases, the Governing Board of Monticello is responsible for the dissolution of the business affairs of the school. Upon dissolution of Monticello remaining assets will be distributed to creditors pursuant to Sections 30-3-114 and 30-3- 115 of the Idaho Code. All remaining assets will be distributed to the Idaho Public Charter School Commission. All records of students residing in District No. 93 will be immediately transferred to the District. All parents of students will receive written notice of how to request a transfer of student records to a specific school. Monticello will accommodate student record requests from schools outside of Bonneville School District for up to one year after dissolution. Appendix D: IPCSC Closure Protocol Idaho Public Charter School Commission 000 Xxxx Xxxxxxxxx Xxxxxx, Xxx. 000 Boise, Idaho 83702 000-000-0000 Xxxx Xxxx, Chairman Xxxx Xxxxxxxx, Director Purpose This document provides guidance on the public charter school closure process. Authority Title 33, Chapter 52 of Idaho Code, known as the Charter School Act provides for public charter school operations based on a contractual agreement between a charter school board of directors and a state authorized chartering entity, such as the Idaho Public Charter School Commission (IPCSC). Operating contracts, known as Performance Certificates are granted by state authorized chartering entities to the governing board of a non-profit corporation that serves as the charter holder. Performance certificates are limited to five-year terms. Closure protocol is enacted when: • an authorized chartering entity chooses to non-renew a school’s charter pursuant to I.C. § 33- 5209B; • an authorized chartering entity chooses to exercise its right to revoke a charter pursuant to I.C. § 33-5209C; or • a charter holder chooses to relinquish its charter by approval of a resolution. Each authorized chartering entity is required to maintain a closure protocol and is tasked with oversight of the closure process. If closure is due to an IPCSC nonrenewal or revocation decision, written notice will be issued to the school within 14 days of the decision and this closure protocol must begin within 5 days. Roles Authorizer: the authorized chartering entity is responsible to maintain closure protocol and to oversee the closure process. Charter Holder: the charter holder is responsible to ensure that all cl...
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Dissolution Plan. After the Closing, Futu, will use its reasonable commercial efforts to terminate the businesses of its health care subsidiaries, and dissolve the companies, within three months of the Closing Date.
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Dissolution Plan. 8 8.2 Survival of Obligations.............................................................................9 9.
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Dissolution Plan. In the event that LOXO shall be dissolved, its affairs shall be wound up as promptly as practicable in accordance with applicable law and the Parties shall develop a mutually agreeable dissolution plan (the "Dissolution Plan") to be administered by the Board of Directors of LOXO. LOXO will be dissolved if the LOXO License Agreement is terminated or, upon mutual agreement of NPAG and BTI. To the extent possible and consistent with applicable law, the Dissolution Plan shall: (i) provide that, immediately prior to the filing of any certificates or documents necessary to effect the lawful dissolution of LOXO, LOXO shall redeem all of the Shares then held by BTI for consideration of (A) the termination of the BTI License Agreement and the NPAG License Agreement, (B) the assignment jointly to BTI and NPAG, of equal interests in and to all of LOXO's right, title and interest in and to any patents, patent applications, inventions, trade secrets, data, materials or other intellectual property owned by LOXO as of the date of such redemption and generated after the Effective Date, and (C) a one-third interest in all of any other assets then owned or controlled by LOXO. (ii) with respect to any assets of LOXO, provide for the distribution of such assets to BTI and NPAG in the manner set forth in this Agreement or the liquidation of such assets (any such liquidation to be effected as promptly as possible in an orderly and businesslike manner, as the case may be, so as to maximize the value of the assets to LOXO); (iii) implement a structure liable to minimize any adverse tax effect to the Parties of the dissolution and of the transactions in connection therewith; (iv) provide that immediately before the distribution of assets LOXO shall allocate any net profits or net losses as between BTI and NPAG through the date of distribution in accordance with the allocation arrangement set forth in Section 3.1. For purposes of calculating the net profits and net losses in the previous sentence, any assets to be distributed to BTI and NPAG in kind, shall be deemed to have been sold at their fair market value (as determined by the Board of Directors of LOXO) for cash, which cash will be deemed distributed to BTI and NPAG pursuant to the Dissolution Plan; and (v) contain such other provisions as the Parties shall mutually agree.
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Related to Dissolution Plan

  • 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 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 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.

  • 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 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; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • 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 and Liquidation (Check One)

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