Dissolution upon Bankruptcy of the Company Sample Clauses

Dissolution upon Bankruptcy of the Company. In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01, 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Owner Trustee shall have received written instructions from: (a) Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) and (b) Holders (as defined in the Indenture) of the Notes representing more than 50% of the Outstanding Amount thereof, to the effect that each such party disapproves of the liquidation of the Receivables and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Indenture Trustee and the Owner Trustee written notice of such Insolvency Event, (B) the Owner Trustee shall, upon receipt of such written notice from the Company, give prompt written notice to the Certificateholders and the Indenture Trustee of the occurrence of such event and (C) the Indenture Trustee shall, upon receipt of written notice of such Insolvency Event from the Owner Trustee or the Company, give prompt written notice to the Noteholders of the occurrence of such event; provided, however, that any failure to give a notice required by this sentence shall not prevent or delay, in any manner, the termination of the Trust pursuant to the first sentence of this Section 9.02. Upon termination pursuant to this Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under the Sale and Servicing Agreement.
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Dissolution upon Bankruptcy of the Company. (a) In the event that an Insolvency Event shall occur with respect to the Company, this Agreement shall be terminated in accordance with Section 9.01 90 days after the date of such Insolvency Event, unless, before the end of such 90-day period, the Trustee shall have received written instructions from Holders of Certificates (other than the Company) representing more than 50% of the Certificate Balance (not including the Certificate Balance of the Trust Certificates held by the Company) to the effect that each such party disapproves of the liquidation of the Underlying Securities and termination of the Trust. Promptly after the occurrence of any Insolvency Event with respect to the Company, (A) the Company shall give the Trustee written notice of such Insolvency Event and (B) the Trustee shall, upon receipt of such written notice from the Company, give prompt written notice to the Certificateholders of the occurrence of such event; provided, however, that any failure to give a notice required by this sentence shall not prevent or delay, in any manner, the termination of the Trust pursuant to the first sentence of this Section 9.02. Upon termination pursuant to this Section, the Trustee shall promptly sell the assets of the Trust (other than the Trust Accounts and the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. The proceeds of such a sale of the assets of the Trust shall be treated as collections made under this Agreement.
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Related to Dissolution upon Bankruptcy of the Company

  • Termination Upon Bankruptcy Either Party may terminate this Agreement if, at any time, the other Party shall (a) file in any court or agency pursuant to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, (b) propose a written agreement of composition or extension of its debts, (c) be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition has not been dismissed within sixty (60) days after the filing thereof, (d) propose or be a party to any dissolution or liquidation, (e) make an assignment for the benefit of its creditors or (f) admit in writing its inability generally to meet its obligations as they fall due in the general course.

  • Corporate Dissolution or Bankruptcy The Employer may terminate and liquidate this Agreement within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that all benefits paid under the Agreement are included in the Executive’s gross income in the latest of: (i) the calendar year which the termination occurs; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable.

  • Liquidation; Dissolution; Bankruptcy Upon any payment or distribution of the assets of the Company to creditors upon a total or partial liquidation or a total or partial dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property:

  • 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 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 Upon Dissolution Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

  • 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.

  • Merger, Dissolution, etc. of Fund In the case of the following transactions, not in the ordinary course of business, namely, the merger of the Fund into or the consolidation of the Fund with another investment company, the sale by the Fund of all, or substantially all, of its assets to another investment company, or the liquidation or dissolution of the Fund and distribution of its assets, the Bank will deliver the Portfolio Securities held by it under this Agreement and disburse cash only upon the order of the Fund set forth in an Officers' Certificate, accompanied by a certified copy of a resolution of the Board authorizing any of the foregoing transactions. Upon completion of such delivery and disbursement and the payment of the fees, disbursements and expenses of the Bank, this Agreement will terminate and the Bank shall be released from any and all obligations hereunder.

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members.

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