Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. (b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. (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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 117 contracts
Samples: Limited Liability Company Agreement (Hot Springs Cottages Owner, LLC), Limited Liability Company Agreement (Manor Associates, L.L.C.), Limited Liability Company Agreement (Manor Associates, L.L.C.)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) at any time there are no members of the Company Company, unless the Company is continued in accordance with the ActAct or Sections 17 or 18 of this Agreement, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 61 contracts
Samples: Limited Liability Company Agreement (Cnu Dollarsdirect Lending Inc.), Limited Liability Company Agreement (Cnu of Virginia, LLC), Limited Liability Company Agreement (Cnu of Virginia, LLC)
Dissolution. (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, (ii) at any time there are no members of the Company Company, unless the Company is continued in accordance with the ActAct or Sections 17 or 18 of this Agreement, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 31 contracts
Samples: Limited Liability Company Agreement (Cnu Dollarsdirect Lending Inc.), Limited Liability Company Agreement (Cnu Dollarsdirect Lending Inc.), Limited Liability Company Agreement (Cnu of Delaware, LLC)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members the resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless unless, in any such case, the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 24 contracts
Samples: Limited Liability Company Agreement (Detroit Radio, LLC), Limited Liability Company Agreement (Detroit Radio, LLC), Limited Liability Company Agreement (Detroit Radio, LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at the retirement, resignation or dissolution of the Member or the occurrence of any time there are no members other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 21 contracts
Samples: Limited Liability Company Operating Agreement (Barcom China Holdings, LLC), Limited Liability Company Operating Agreement (Barcom China Holdings, LLC), Limited Liability Company Agreement (Barcom China Holdings, LLC)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at the retirement, resignation or dissolution of the Member or the occurrence of any time there are no members other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 19 contracts
Samples: Limited Liability Company Agreement (SG Commercial Mortgage Securities, LLC), Limited Liability Company Agreement (OCH International, Inc.), Limited Liability Company Agreement (SG Commercial Mortgage Securities, LLC)
Dissolution. (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, Member or (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 1835-804 10 of the Act.
Appears in 18 contracts
Samples: Operating Agreement (Bellingham II Associates, L.L.C.), Operating Agreement (Bellingham II Associates, L.L.C.), Operating Agreement (Bellingham II Associates, L.L.C.)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of all the MemberMembers to dissolve the Company, (ii) at the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act, or (iii) any time there are no members of the Company unless the Company is continued without dissolution in accordance with the Act, this Agreement or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) b. 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 10 contracts
Samples: Limited Liability Company Agreement (HIC San Pablo Limited, Inc.), Limited Liability Company Agreement (HIC San Pablo Limited, Inc.), Limited Liability Company Agreement (HIC San Pablo Limited, Inc.)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with a manner permitted by the ActLaw, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.
(b) The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of under the Act.
Appears in 9 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy (within the meaning of Sections 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
(d) Upon the cancellation of the Certificate in accordance with the Act, the Company and this Agreement shall terminate.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (Phoenix Residential Securities, LLC), Limited Liability Company Agreement (U.S. Energy Partners LLC), Limited Liability Company Agreement (U.S. Energy Partners LLC)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 8 contracts
Samples: Limited Liability Company Agreement (N.R. Hamm Contractor, LLC), Limited Liability Company Agreement (N.R. Hamm Quarry, LLC), Limited Liability Company Agreement (N.R. Hamm Quarry, LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.
(b) The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of under the Act.
Appears in 7 contracts
Samples: Operating Agreement, Operating Agreement, Operating Agreement
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) at any time there are no members of the Company Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) In the event of dissolution, the Company shall conduct only such activities as are necessary or advisable to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 7 contracts
Samples: Sale and Purchase Agreement (P10, Inc.), Limited Liability Company Agreement (Nextier Oilfield Solutions Inc.), Limited Liability Company Agreement (Nextier Oilfield Solutions Inc.)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon on the first to occur of the following: following events (each a “Dissolution Event”), and no other event shall cause the Company’s dissolution:
(i) the written consent approval of the Member, all Members; and
(ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 47 of the Act.
(b) The To the maximum extent permitted by the Act, the death, retirement, expulsion, bankruptcy or dissolution of the a Member shall not cause the Member to cease to be constitute a member of the Company and upon Dissolution Event and, notwithstanding the occurrence of any such an eventevent or circumstance, the business of the Company shall continue be continued without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Quintana Maritime LTD), Limited Liability Company Agreement (Quintana Maritime LTD), Limited Liability Company Agreement (Quintana Maritime LTD)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members the bankruptcy, withdrawal or termination of the Company legal existence of the Member, unless the Company is continued without dissolution in accordance with the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) b. 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company Agreement (Cifc LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent of the Sole Member, (ii) at any time there are is no members member of the Company Company, unless the Company is continued in accordance with pursuant to the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Sole Member shall will not cause the Sole Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) In the event of dissolutiondissolution of the Company in accordance with this Agreement, 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Reynolds Group Holdings LTD), Limited Liability Company Agreement (RenPac Holdings Inc.), Limited Liability Company Agreement (RenPac Holdings Inc.)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy (within the meaning of the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
(d) Upon the cancellation of the Articles in accordance with the Act, the Company and this Agreement shall terminate.
Appears in 7 contracts
Samples: Operating Agreement (U.S. Energy Partners LLC), Operating Agreement (U.S. Energy Partners LLC), Operating Agreement (US LEC of Georgia LLC)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy (within the meaning of the Act) of the Member shall not cause the Member to cease to be a member of the Company and and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Tempur Retail Stores, LLC), Limited Liability Company Agreement (Sealy US Sales, LLC), Limited Liability Company Agreement (Sealy US Sales, LLC)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at the retirement, resignation or dissolution of the Member or the occurrence of any time there are no members other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 17351 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 18-804 17353 of the Act.
Appears in 6 contracts
Samples: Operating Agreement (Barcom China Holdings, LLC), Operating Agreement (Aigis Mechtronics, Inc.), Operating Agreement (Aigis Mechtronics, Inc.)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, Member (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry any order of a decree court of judicial competent jurisdiction requiring dissolution under Section 1817-802 76,117 of the Act, and amendments thereto.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act11 hereto.
Appears in 5 contracts
Samples: Operating Agreement (Green America Recycling, LLC), Operating Agreement (Austin Materials, LLC), Operating Agreement (B&H Contracting, L.P.)
Dissolution. (a) The Company shall dissolve dissolve, and (subject to Section 10.6) its affairs shall be wound up upon up, on the first to occur of the following: following events (each a “Dissolution Event”):
(i) Member Approval to dissolve the written consent of the Member, Company; and
(ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; provided that the Board shall not submit an application for a decree of judicial dissolution unless and until all amounts payable under the obligations of the Company have been indefeasibly paid in full.
(b) The bankruptcy of the Member Company shall not cause the Member dissolve other than pursuant to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolutionSection 8.1(a).
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Encore Energy Partners LP), Limited Liability Company Agreement (Energy Transfer Partners, L.P.), Limited Liability Company Agreement (Energy Transfer Equity, L.P.)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, ; (ii) at any time there are no members of the Company unless the Company is continued in accordance with a manner permitted by the Act, Law; or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.
(b) The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of under the Act.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) at any time there are no members of the Company Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 1817-802 76,116 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 1817-804 76,118 of the Act.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Sprint Capital Corp), Limited Liability Company Agreement (T-Mobile Innovations LLC), Limited Liability Company Agreement (T-Mobile Innovations LLC)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon on the first to occur of the following: :
(ia) when dissolution is approved by Majority Approval;
(b) the written consent sale by the Company of all or substantially all of the Member, (ii) at any time there are no members assets of the Company unless Company; provided, however, that if the Company is receives a purchase money mortgage in connection with any such sale, the Company may be continued in accordance with the Actdiscretion of the Managing Member until the purchase money mortgage is paid in full, sold or otherwise disposed of; or
(iiic) the entry of a decree of judicial dissolution under Section 18-802 by a court of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon competent jurisdiction. Upon the occurrence of any of the foregoing events, the Company shall dissolve unless the Members decide, by Majority Approval, within ninety (90) days subsequent to the occurrence of any such an event, to continue the business of the Company shall continue without dissolution.
(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), accordance with this Agreement and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Operating Agreement (Diamond Resorts Parent, LLC), Limited Liability Company Agreement (Diamond Resorts Parent, LLC)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members the bankruptcy, withdrawal or termination of the Company legal existence of the Member, unless the Company is continued without dissolution in accordance with the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) b. 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 in the manner, manner and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Roux Laboratories, Inc.), Limited Liability Company Agreement (Roux Laboratories, Inc.), Limited Liability Company Agreement (Roux Laboratories, Inc.)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, Member and (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) . The bankruptcy (as defined in Section 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the such manner, and in the such order of priority, set forth in Section 18-804 as determined by the Member, subject to any requirements of the Act.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Wci Towers Northeast Usa, Inc.), Limited Liability Company Agreement (Wci Towers Northeast Usa, Inc.), Limited Liability Company Agreement (Wci Towers Northeast Usa, Inc.)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the ActLLC Law, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActLLC Law.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 704 of the ActLLC Law.
(d) Upon the filing of the Articles of Dissolution in accordance with the LLC Law, the Company and this Agreement shall terminate.
Appears in 2 contracts
Samples: Operating Agreement (U.S. Energy Partners LLC), Operating Agreement (U.S. Energy Partners LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members Members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (BarkPark, LLC), Limited Liability Company Agreement (Endurance International Group, Inc.)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members Members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 1834-802 702 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 1834-804 704 of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (B & C Sanitation Corp), Limited Liability Company Agreement (B & C Sanitation Corp)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 Article 6.02 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 Article 6.04 of the Act.
Appears in 2 contracts
Samples: Operating Agreement (Hot Springs Cottages Owner, LLC), Operating Agreement (Bellingham II Associates, L.L.C.)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur have no specific date of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Actdissolution.
(b) The Company shall be dissolved at such time as the Member may determine.
(c) The bankruptcy of the Member shall will not cause the Member to cease to be a member Member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(cd) 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 business in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (New Nebraska Book Company, Inc.), Limited Liability Company Agreement (New Nebraska Book Company, Inc.)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
(d) Upon the cancellation of the certificate of formation of the Company in accordance with the Act, the Company and this Agreement shall terminate.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Covalence Specialty Adhesives LLC), Limited Liability Company Agreement (Covalence Specialty Adhesives LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member and (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy (as defined in Section 18-101(1) and 18-304 of the Act) of the Member shall not cause the Member to cease to be a member of the Company and and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the such manner, and in the such order of priority, set forth in Section 18-804 as determined by the Member, subject to any requirements of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (CPG Newco LLC), Limited Liability Company Agreement (FBR & Co.)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon on the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy (within the meaning of the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon and, on the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Unit Petroleum Co), Limited Liability Company Agreement (Unit Petroleum Co)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) at any time there are no members of the Company Company, unless the Company is continued in accordance with the Act, or ,
(iii) the occurrence of any event that, under the Act, would make it unlawful for the business of the Company to be continued or (iv) on application by the Member, the entry by the Superior Court of a decree the District of judicial dissolution Columbia of an order dissolving the Company under Section 1829-802 807.01(a) of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 1829-804 807.05 of the Act.
Appears in 1 contract
Samples: Operating Agreement
Dissolution. (ai) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(bii) The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(ciii) 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Nationwide Health Properties, LLC)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, Managing Member or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the a Member shall not cause the such Member to cease to be a member of the Company and and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
(d) Upon the cancellation of the Certificate of Formation of the Company in accordance with the Act, the Company and this Agreement shall terminate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Crane James R)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members Members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18304-802 C:51 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 18-804 34- C:58 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (B & C Sanitation Corp)
Dissolution. (a) The Company shall dissolve be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(i) The occurrence of an event with respect to the written consent of the Member, (ii) at any time there are no members Managing Member causing a dissolution of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 801 of the Act.
(b) The bankruptcy of , provided, however, that the Member Company shall not cause the Member to cease be dissolved or required to be a member of the Company and wound up upon the occurrence of any such an event if within ninety (90) days after the occurrence of such event, all Regular Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of a replacement Managing Member, in which event the Managing Member shall continue without dissolution.become a Regular Member;
(cii) In the event of Judicial dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs ;
(including the sale iii) The mutual agreement of the assets Members; or
(iv) The disposition or liquidation to cash of all of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the ActCompany's investments.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Enstar Group Inc)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) upon, and only upon, the written consent of resolution to such effect by the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and shall be distributed in the order of priority, set forth in Section 1857C-6-804 05 of the Act.
Appears in 1 contract
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Sole Member, (ii) at any time there are no members the resignation, expulsion or bankruptcy of the Company Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member unless the business of the Company is continued in accordance with by the Actconsent of any Additional Members within ninety (90) days following the occurrence of any such event, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) b. 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Listerhill Total Maintenance Center LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Merger Agreement (Ophthotech Corp.)
Dissolution. (ai) The Company shall dissolve dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members of the Company unless the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.
(bii) The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(ciii) 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 shall be wound up in an orderly manner)accordance with the Act, and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of under the Act.
Appears in 1 contract
Samples: Operating Agreement
Dissolution. (a) The Subject to Section 10.l(b), the Company shall dissolve and its affairs shall be wound up upon on the first to occur of the following: following events (each a “Dissolution Event”), and no other event shall cause the Company’s dissolution:
(i) the written consent approval of the Member, Board; and
(ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.
(b) The To the maximum extent permitted by the Act, the death, retirement, resignation, expulsion, bankruptcy or dissolution of the a Member shall not cause the Member to cease to be constitute a member of the Company and upon Dissolution Event and, notwithstanding the occurrence of any such an eventevent or circumstance, the business of the Company shall continue be continued without dissolution.
(c) In the event . Amended and Restated Limited Liability Company Agreement of dissolutionAleAnna Energy, 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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.LLC 29
Appears in 1 contract
Samples: Limited Liability Company Agreement (AleAnna Energy, LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, Member and (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) Wis. Stat. §183.0902. The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the such manner, and in the such order of priority, set forth in Section 18-804 as determined by the Member, subject to any requirements of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Securus Technologies, Inc.)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members Members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 1834-802 702 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 1834-804 704 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (B & C Sanitation Corp)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the unanimous written consent of the MemberMembers, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy (as defined at Sections 18-101 and 18-304 of the Act) of a Member shall not cause the such Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (A-Mark Precious Metals, Inc.)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members Members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 1821-802 3101 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 1821-804 3106 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (B & C Sanitation Corp)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberMember to dissolve the Company, (ii) at any time there are no members of the Company Company, unless the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Universal Outdoor Inc)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 1853-802 of 19-40of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 1853-804 19-44 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Hot Springs Cottages Owner, LLC)
Dissolution. (a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) at any time there are no members of the Company Company, unless the Company is continued in accordance with the ActAct or Sections 17 or 18 of this Agreement, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) In 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 or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cnu of Virginia, LLC)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Actdissolution.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members Members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 the applicable provisions of the Act.
(b) b. The bankruptcy of the a Member shall not cause the Member to cease to be a member of the Company and and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) c. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale or other disposition of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, manner and in the order of priority, priority set forth in Section 1857C-6-804 05 of the Act.
Appears in 1 contract
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 489.701 of the ActRULLCA.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 489.708 of RULLCA.
(d) Upon the cancellation of the Certificate in accordance with the Act, the Company and this Agreement shall terminate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (U.S. Energy Partners LLC)
Dissolution. (a) The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, Member and (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) . The bankruptcy (as defined in the Act) of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the such manner, and in the such order of priority, set forth in Section 18-804 as determined by the Member, subject to any requirements of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Fulcrum IT Services, LLC)
Dissolution. (a) a. The Company shall dissolve dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) at any time there are no members Members of the Company Company, unless the business of the Company is continued in accordance with a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18304-802 C:51 of the Act.
(b) b. The bankruptcy of the Member shall will not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(c) 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 in the manner, and in the order of priority, set forth in Section 18304-804 C:58 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (B & C Sanitation Corp)
Dissolution. (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, (ii) at any time there are no members all of the Company unless the Company is continued in accordance with the Act, Members or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the a Member shall not cause the such Member to cease to be a member of the Company and and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
(d) Upon the cancellation of the Certificate of Formation of the Company in accordance with the Act, the Company and this Agreement shall terminate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Crane James R)
Dissolution. (a) The Company shall dissolve be dissolved and its affairs shall be wound up upon the first to occur of the following: :
(i) The occurrence of an event with respect to the written consent of the Member, (ii) at any time there are no members Managing Member causing a dissolution of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 801 of the Act.
(b) The bankruptcy of , provided, however, that the Member Company shall not cause the Member to cease be dissolved or required to be a member of the Company and wound up upon the occurrence of any such an event if within ninety (90) days after the occurrence of such event, all Regular Members agree in writing to continue the business of the Company and to the appointment, effective as of the date of such event, of a replacement Managing Member, in which event the Managing Member shall continue without dissolution.become a Regular Member;
(cii) In the event of Judicial dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs ;
(including the sale iii) The mutual agreement of the assets Members; or
(iv) The disposition or liquidation to cash of all of the Company Company's investments in an orderly manner), Holdings and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the ActDIP.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Enstar Group Inc)
Dissolution. (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, (ii) at any time there are no members of the Company unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) The bankruptcy of the Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.
(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 in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
Appears in 1 contract
Samples: Limited Liability Company Agreement (CSE Ripon LLC)