Dissolutions Sample Clauses

Dissolutions. The Borrower hereby represents and warrants to the Administrative Agent and Lenders that: (a) Telos Corporation ("Telos"), formerly a party to the Subsidiary Guarantee Agreement and the Subsidiary Pledge Agreement, was merged into L-3 Communications ILEX Systems, Inc. ("L-3 ILEX") on August 8, 2003 in a transaction permitted under the Credit Agreements, that L-3 ILEX was the surviving corporation in the merger and that Telos ceased to exist as a result of the merger; (b) L-3 Communications Analytics Corporation ("L-3 Analytics"), formerly a party to the Subsidiary Guarantee Agreement and the Subsidiary Pledge Agreement, was merged into L-3 Communications Government Services, Inc. ("L-3 GSI") on September 26, 2003 in a transaction permitted under the Credit Agreements, that L-3 GSI was the surviving corporation in the merger and that L-3 Analytics ceased to exist as a result of the merger; (c) AMI Instruments, Inc., formerly a party to the Subsidiary Guarantee Agreement and the Subsidiary Pledge Agreement, was merged into the Borrower on November 21, 2003 in a transaction permitted under the Credit Agreements and ceased to exist as a result of the merger; (d) SPD Holdings, Inc., formerly a party to the Subsidiary Guarantee Agreement and the Subsidiary Pledge Agreement, was merged into L-3 Communications SPD Technologies, Inc. on November 21, 2003 in a transaction permitted under the Credit Agreements, L-3 Communications SPD Technologies, Inc. was the surviving corporation in the merger and SPD Holdings, Inc. ceased to exist as a result of the merger; (e) L-3 Communications SPD Technologies, Inc., formerly a party to the Subsidiary Guarantee Agreement and the Subsidiary Pledge Agreement, was merged into the Borrower on November 21, 2003 in a transaction permitted under the Credit Agreements and ceased to exist as a result of the merger; (f) Southern California Microwave, Inc., formerly a party to the Subsidiary Guarantee Agreement and the Subsidiary Pledge Agreement, was merged into the Borrower on November 21, 2003 in a transaction permitted under the Credit Agreements and ceased to exist as a result of the merger; (g) L-3 Communications Avionics Component Overhaul and Repair, Inc., formerly a party to the Subsidiary Guarantee Agreement and the Subsidiary Pledge Agreement, was merged into L-3 Communications Avionics Systems, Inc. on November 21, 2003 in a transaction permitted under the Credit Agreements, L-3 Communications Avionics Systems, Inc. was the su...
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Dissolutions. The Company shall dissolve and its affairs shall be wound up upon the firs to occur of the following: (a) the written direction of the Member or (b) the entry of a decree of judicial dissolution under Section 00-000-000 or -614 of the Act. The bankruptcy of the Member of the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.
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Dissolutions. Use best efforts to cause the Gibraltar Guarantor to, within 120 days after the Closing Date (or such later date as the Administrative Agent shall agree in its sole discretion) dissolve, merge or consolidate with or into another Loan Party.
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Dissolutions. The Company shall have dissolved Series OP and OurPet’s DISC, Inc. upon terms and conditions reasonably satisfactory to Parent.
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Dissolutions. Any Loan Party may wind up, liquidate or dissolve in connection with any merger or consolidation to the extent permitted under subsection 13(d) hereof; so long as (x) such winding up, liquidation or dissolution shall not result in or give rise to any obligation, liability or Indebtedness of any Loan Party and (y) no Default or Event of Default shall have occurred and remain continuing as a result of, and after giving effect to, such transaction.
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Dissolutions. (a) On or before June 16, 2003, Borrower shall either (i) provide to Agent satisfactory evidence in Agent's Permitted Discretion of the dissolution of Carriers Group, Inc. and USW Corp., each an Affiliate of the Borrower, or (ii) take all actions necessary to make each of Carriers Group, Inc. and USW Corp. a Borrower under the Loan Documents (including, without limitation, providing to Agent all documents, agreements or instruments requested in connection therewith by Agent in its sole and absolute discretion). (b) On or before June 16, 2003, Borrower shall provide to Agent satisfactory evidence (in Agent's Permitted Discretion) of the dissolution of each of the following Affiliates of the Borrower: Digipak Corporation, Payless Telecom Inc., and TotalTel Florida, Inc.
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Dissolutions. Subject to the terms and conditions contained herein and in the Loan Agreement and in the other Financing Agreements, and notwithstanding anything contained in Section 6.7 of the Loan Agreement to the contrary, Lender consents, effective upon the earlier of the date hereof or the effective date of the applicable transaction of the Hanover 2001 Reorganization, to the dissolution of each of Tweeds LLC, Kitchen & Home LLC, Domestications K&G LLC, Xxxxx and xxxxxx.xxx.
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Dissolutions. SCI and Sxxxxxx Canada shall have caused the dissolution of Sxxxxxx Canada GP and Sxxxxxx Canada L.P.
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Dissolutions 
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Related to Dissolutions

  • 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 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 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 and Liquidation (Check One)

  • 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, 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 the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • 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.

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

  • DISTRIBUTIONS AFTER DISSOLUTION Upon dissolution, the Company must pay its debts before distributing cash, assets, or capital to the Member or the Member’s interests. The Member agrees that any distributions occurring after the dissolution of the Company will follow the process outlined in this Agreement and Section 00-00-000 of the Act.

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