Common use of Duration and Dissolution Clause in Contracts

Duration and Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.9, the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of such event, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Higher Education Funding I), Limited Liability Company Agreement (Consolidation Loan Funding, LLC), Limited Liability Company Agreement (Goal Capital Funding, LLC)

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Duration and Dissolution. (a) The Subject to Section 8.4 and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.9, the termination of the legal existence of the last remaining member Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member Member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member Member of the Company to cease to be a member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such eventMember in the Company, agree in writing (iA) to continue the Company and (iiB) to the admission of admit the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member the last remaining Member of the Company in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (RFS Funding Trust)

Duration and Dissolution. (a) The Subject to Section 8.4 and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.9, the termination of the legal existence of the last remaining member Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member Member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member Member of the Company to cease to be a member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member Member is hereby authorized to, and shall, within 90 ninety (90) days after the occurrence of the event that terminated the continued membership of such eventMember in the Company, agree in writing (iA) to continue the Company and (iiB) to the admission admit of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such the last remaining member of the Company in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GECB Equipment Funding, LLC)

Duration and Dissolution. (a) The Subject to Section 8.4 and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.9, the termination of the legal existence of the last remaining member Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member Member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member Member of the Company to cease to be a member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such eventMember in the Company, agree in writing (iA) to continue the Company and (iiB) to the admission admit of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such the last remaining member of the Company in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Cef Equipment Holding LLC)

Duration and Dissolution. (a) The Subject to SECTION 8.4 and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.9, the termination of the legal existence of the last remaining member Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member Member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section SECTION 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member Member of the Company to cease to be a member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such eventMember in the Company, agree in writing (iA) to continue the Company and (iiB) to the admission of admit the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member the last remaining Member of the Company in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (GE-WMC Mortgage Securities, L.L.C.)

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Duration and Dissolution. (a) The Subject to Section 9.4 and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.9, the termination of the legal existence of the last remaining member Member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member Member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member Member of the Company to cease to be a member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member Member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such eventMember in the Company, agree in writing (iA) to continue the Company and (iiB) to the admission of admit the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member the last remaining Member of the Company in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (RFS Holding LLC)

Duration and Dissolution. (a) The Subject to Section 9.4 and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.9, the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member Member of the Company to cease to be a member of the Company or that causes the last remaining Member member of the Company to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such the last remaining Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Companya transferee pursuant to Article XIII), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such eventmember in the Company, agree in writing (iA) to continue the Company and (iiB) to the admission of admit the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member of the Company in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Synchrony Card Issuance Trust)

Duration and Dissolution. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) subject to the provisions of Section 16.916.8, the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the last remaining Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by such Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of such Member and the admission of an additional member of the Company), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of such event, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Goal Capital Funding, LLC)

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