Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Zany Brainy Inc), Limited Liability Company Agreement (Zany Brainy Inc)
Effect of Dissolution. The dissolution of Upon dissolution, the Company shall be effective on the day on which the event occurs giving rise to the dissolutionwind up its business. The Company is not terminated, but continues until the Company shall not terminate until it has been wound winding up and its assets have been distributed as provided in Paragraph 9.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this AgreementCompany is completed and a certificate of cancellation has been filed with the Secretary of State.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp), Limited Liability Company Agreement (Radnor Holdings Corp)
Effect of Dissolution. The Upon the dissolution of the Company, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, and the assets of the Company shall be determined and valued effective on as of the day on which the event occurs giving rise to the that results in such dissolution, but the Company shall not terminate until it there has been wound a winding-up of the Company’s business and its affairs and the assets of the Company have been liquidated and distributed as provided in Paragraph 9.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 4 contracts
Samples: Operating Agreement (Ys Re Raf I LLC), Operating Agreement (Ys Re Raf I LLC), Operating Agreement (Ys Re Raf I LLC)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 of this AgreementSection 16.5. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Public Service Co of New Hampshire), Limited Liability Company Agreement (Nstar/Ma)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 11.5 and its Certificate of this AgreementFormation has been cancelled by the filing of a certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Zentalis Pharmaceuticals, Inc.), Limited Liability Company Agreement (Zentalis Pharmaceuticals, LLC), Limited Liability Company Agreement (Zentalis Pharmaceuticals, LLC)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolutiondissolution (or, if a corporate action of the Company is required by the Act, on the day such corporate action is duly taken), but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 10.5.1 or 11.1 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the MembersShareholders, as such, shall continue to be governed by this Agreement.
Appears in 3 contracts
Samples: Joint Venture Operating Agreement (Photronics Inc), Joint Venture Operating Agreement (Photronics Inc), Joint Venture Operating Agreement (Photronics Inc)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 10.5.1 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Advanced Micro Devices Inc), Limited Liability Company Operating Agreement (Advanced Micro Devices Inc)
Effect of Dissolution. The dissolution Dissolution of the Company shall will be effective on the day on which the event occurs giving rise to the dissolutiondescribed in Section 11.01 occurs, but the Company shall will not terminate until it the winding up of the Company has been wound up and its completed, the assets of the Company have been distributed as provided in Paragraph 9.5 of this Agreement. Notwithstanding the dissolution of Section 11.03, and the Company, prior to the termination ’s Certificate of the Company, the business of the Company and the affairs of the Members, Formation has been cancelled as such, shall continue to be governed by this Agreementprovided in Section 11.06.
Appears in 3 contracts
Samples: Operating Agreement (Efund City Metro Income Fund LLC), Operating Agreement (Efund City Metro Income Fund LLC), Operating Agreement (Efund City Metro Income Fund LLC)
Effect of Dissolution. The dissolution Upon an event of dissolution, the Company shall cease to carry on its business, except insofar as may be effective on necessary for the day on which the event occurs giving rise to the dissolutionwinding up of its business, but its separate existence shall continue until the Company shall not terminate until it has been wound up and its assets activities set forth in Section 11.3 have been distributed completed. As soon as provided possible following the occurrence of any of the events specified in Paragraph 9.5 of this Agreement. Notwithstanding Section 11.1 effecting the dissolution of the Company, prior to the termination of the Company, the business appropriate representative of the Company shall execute articles of dissolution in such form as shall be prescribed by the Act and file the affairs of same with the Members, as such, shall continue to be governed by this AgreementState.
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 this Article IX and its Certificate has been cancelled by the filing of this Agreementa certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Onconova Therapeutics, Inc.)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph Section 9.5 of this AgreementAgreement and its Certificate has been cancelled by the filing of a certificate of cancellation with the Office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Coinstar Inc)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 8.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the MembersMembers and Economic Interest Holders, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Listerhill Total Maintenance Center LLC), Limited Liability Company Agreement (Wise Metals Group LLC)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until (a) it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 8.5 hereof and (b) a certificate of this Agreementcancellation has been filed with the office of the Secretary of State of the State of Delaware. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Formation and Contribution Agreement (Nationwide Health Properties Inc), Formation and Contribution Agreement (Nationwide Health Properties Inc)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 8.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sycamore Park Convalescent Hospital), Limited Liability Company Agreement (Summit Care Corp)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 8.5.1 or 8.5.3 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Operating Agreement (Photronics Inc), Operating Agreement (Photronics Inc)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph Section 9.5 and its Certificate of this AgreementFormation has been cancelled by the filing of a certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Falcon's Beyond Global, Inc.), Limited Liability Company Agreement (Falcon's Beyond Global, Inc.)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 7.5 of this AgreementAgreement and the Certificate has been cancelled by the filing of a certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Sentio Healthcare Properties Inc), Limited Liability Company Agreement (Sentio Healthcare Properties Inc)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 8.5 of this AgreementAgreement and the Certificate has been cancelled by the filing of a certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Griffin-American Healthcare REIT III, Inc.)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph Section 9.5 of this Agreement. ------- Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Tejon Ranch Co)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and up, its assets have been distributed as provided in Paragraph 9.5 Section 9.4 and its Certificate of this AgreementCancellation has been filed in accordance with the Act. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement. Nothing in this section is intended to limit the survival of provisions of this Agreement that expressly survive the dissolution and termination of the Company.
Appears in 1 contract
Samples: Operating Agreement (Kb Home)
Effect of Dissolution. The dissolution Upon dissolution, the Company shall cease carrying on its business but shall not terminate until the winding up of the affairs of the Company is completed, the assets of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 of this Agreement. Notwithstanding below and the dissolution of the Company, prior to the termination of the Company, the business Certificate of the Company and shall have been cancelled in the affairs of manner required by the Members, as such, shall continue to be governed by this AgreementDLLCA.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Triad Financial Sm LLC)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 8.5.1 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Spansion Technology LLC)
Effect of Dissolution. The dissolution of the Company shall will be effective on the day on which the event occurs giving rise to such dissolution occurs, but, to the dissolutionextent provided in the Act, but the Company shall not terminate will remain in existence for the purposes of and until it has been wound up and its assets the Company Assets have been distributed as provided in Paragraph 9.5 of this AgreementSection 19.5. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall will continue to be governed by this Agreementhereby.
Appears in 1 contract
Samples: Operating Agreement (Quigley Corp)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 8.6.1 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Bebe Stores, Inc.)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 7.5 of this AgreementAgreement and its Certificate has been cancelled by the filing of a certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the Upon dissolution, but the Company shall not terminate be terminated and shall continue until it has been wound the winding up and its assets have been distributed as provided in Paragraph 9.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this AgreementCompany is completed.
Appears in 1 contract
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 of this Agreement. --------- Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Streamlogic Corp)
Effect of Dissolution. The dissolution of the Company shall be --------------------- effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 7.4 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Entravision Communications Corp)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 11.3 of this AgreementAgreement and the Certificate of Formation has been cancelled by the filing of a certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph Section 9.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Spectrum Pharmaceuticals Inc)
Effect of Dissolution. The dissolution of the Company shall be effective on the day date on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets up, the Company Assets have been liquidated and/or distributed as provided in Paragraph 9.5 Section 9.4, and its certificate of this Agreementdissolution and/or certificate of cancellation, as applicable, has been filed with the Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business Business and the affairs of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement. Nothing in this ARTICLE 9 is intended to limit the survival of provisions of this Agreement that expressly survive the dissolution and termination of the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Enpro Industries, Inc)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 8.5 of this AgreementAgreement and its Certificate has been cancelled by the filing of a certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 7.5 of this Agreement. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Geospatial Holdings, Inc.)
Effect of Dissolution. The dissolution of the Company and each Series shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company and/or each Series shall not terminate until it has been is wound up and its assets have been distributed as provided in Paragraph 9.5 Section 7.4 of this Agreement. Notwithstanding the dissolution of the CompanyCompany and each Series, prior to the termination of the CompanyCompany and each Series, the business of the Company Company, and each Series and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Hershfield Lawrence)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 8.5 and its Articles has been cancelled by the filing of this Agreementa certificate of cancellation with the office of the Wyoming Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Granite Peak Resources, LLC)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event Event of Termination occurs giving rise to the dissolution, but the Company shall not terminate until it this Agreement has been wound up cancelled and its assets the Company Assets shall have been distributed as provided in Paragraph 9.5 of this AgreementSection 11.2, 6.5 or 6.6 hereof. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Hughes Electronics Corp)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound up and its assets have been distributed as provided in Paragraph 9.5 Section 8.5 and its Certificate has been cancelled by the filing of this Agreementa certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Joint Venture and Operating Agreement (Rentech Inc /Co/)
Effect of Dissolution. The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until it has been wound wound-up and its assets have been distributed as provided in Paragraph 9.5 Section 8.5 and its Certificate has been cancelled by the filing of this Agreementa certificate of cancellation with the office of the Delaware Secretary of State. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (BridgeBio Pharma LLC)
Effect of Dissolution. The dissolution of the Company shall will be effective on the day on which the event occurs giving rise to such dissolution occurs, but, to the dissolutionextent provided in the Act, but the Company shall not terminate will remain in existing for the purposes of and until it has been wound up and its assets the Company Assets have been distributed as provided in Paragraph 9.5 of this AgreementSection 18.5. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall will continue to be governed by this Agreementhereby.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (SFX Entertainment, INC)