Common use of Events Causing Dissolution Clause in Contracts

Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (a) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any applicable federal or state bankruptcy or similar law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due and its willingness to be adjudged a bankrupt, or action shall be taken by the Company in furtherance of any of the aforesaid purposes; (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; (c) the entry of an order by a court initiating insolvency, bankruptcy or liquidation proceedings in respect of the Bank under German law, or the adoption of a shareholder’s resolution providing for the liquidation of the Bank under German law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement; (d) the redemption, repurchase or exchange of all outstanding Preferred Securities; (e) the written consent of all Securityholders; or (f) the termination of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, 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 the last remaining Securityholder of the Company. Notwithstanding the foregoing, the Company shall not be dissolved until all claims under the Guarantees have been paid in full pursuant to their respective terms, to the fullest extent permitted by law.

Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon in accordance with the occurrence of Delaware Act if any of the following eventsevents occur: (a) a decree or order by a court having of competent jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any applicable federal or state bankruptcy or similar law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due and its willingness to be adjudged a bankrupt, or limited liability company action shall be taken by the Company in furtherance of any of the aforesaid purposes; (b) the Bank is liquidated; (c) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Delaware Act; (c) the entry of an order by a court initiating insolvency, bankruptcy or liquidation proceedings in respect of the Bank under German law, or the adoption of a shareholder’s resolution providing for the liquidation of the Bank under German law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement; (d) in connection with the redemption, repurchase or exchange of all outstanding Company Preferred Securities; (e) the written consent of all Securityholders; or; (f) the termination at any time there are no members of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in accordance with the Delaware Act or this Agreement; or (g) the entry of a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder judgment initiating judicial liquidation in respect of the Company to cease to be a Securityholder Bank under Swiss law or any other liquidation of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, 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 the last remaining Securityholder of the Company. Notwithstanding the foregoing, the Company shall not be dissolved until all claims Bank under the Guarantees have been paid in full pursuant to their respective terms, to the fullest extent permitted by Swiss law.

Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon in accordance with the occurrence of Delaware Act if any of the following eventsevents occur: (a) a decree or order by a court having of competent jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any applicable federal or state bankruptcy or similar law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due and its willingness to be adjudged a bankrupt, or limited liability company action shall be taken by the Company in furtherance of any of the aforesaid purposes; (b) the Bank is liquidated; (c) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Delaware Act; (c) the entry of an order by a court initiating insolvency, bankruptcy or liquidation proceedings in respect of the Bank under German law, or the adoption of a shareholder’s resolution providing for the liquidation of the Bank under German law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement; (d) the redemption, repurchase or exchange of all outstanding Preferred Securities; (e) the written consent of all Securityholders; or (f) the termination of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, 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 the last remaining Securityholder of the Company. Notwithstanding the foregoing, the Company shall not be dissolved until all claims under the Guarantees have been paid in full pursuant to their respective terms, to the fullest extent permitted by law.

Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (a) the expiration of the term of the Company, as provided in Section 2.3 hereof; (b) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging either of the Company Managing Members a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of either of the Company Managing Members under any applicable U.S. federal Federal or state State bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of either of the Company Managing Members or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or either of the Company Managing Members shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any applicable federal Federal or state State bankruptcy or similar law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of either of the Company Managing Members or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due and its willingness to be adjudged a bankrupt, or corporate action shall be taken by either of the Company Managing Members in furtherance of any of the aforesaid purposes; (bc) upon the retirement, resignation, expulsion, dissolution, winding up or liquidation of any Managing Member or the occurrence of any other event that terminates the continued membership of such Managing Member under the Delaware Act; (d) a decision made by the Managing Members (subject to the voting rights of Preferred Members set forth in Section 8.1) to dissolve the Company; (e) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Delaware Act; (cf) at the entry of an order by a court initiating insolvency, bankruptcy or liquidation proceedings in respect election of the Bank under German lawManaging Members, or in connection with the adoption redemption of a shareholder’s resolution providing for all series of Preferred Securities outstanding (in accordance with the liquidation terms of the Bank under German law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement;written action establishing each such series of Preferred Securities); or (d) the redemption, repurchase or exchange of all outstanding Preferred Securities; (eg) the written consent of all Securityholders; or (f) the termination of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, 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 the last remaining Securityholder of the Company. Notwithstanding the foregoing, the Company shall not be dissolved until all claims under the Guarantees have been paid in full pursuant to their respective terms, to the fullest extent permitted by lawMembers.

Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (a) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any applicable federal or state bankruptcy or similar law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due and its willingness to be adjudged a bankrupt, or corporate action shall be taken by the Company in furtherance of any of the aforesaid purposes; (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Delaware Act; (c) the entry of an order by a court judgment initiating insolvency, bankruptcy or judicial liquidation proceedings in respect of the Guarantor or the Bank under German law, Netherlands law or the adoption of a shareholder’s resolution providing for the any other liquidation of the Guarantor or the Bank under German Netherlands law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement; (d) in connection with the redemption, repurchase or exchange of all outstanding Preferred Securities;; or (e) the written consent of all Securityholders; or (f) the termination of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, 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 the last remaining Securityholder of the Company. Notwithstanding the foregoing, the Company shall not be dissolved until all claims under the Guarantees [Class B] Guarantee, the Trust Guarantee and the Contingent Guarantee shall have been paid in full pursuant to their respective termsthe terms of the [Class B] Guarantee, to the fullest extent permitted by lawTrust Guarantee or the Contingent Guarantee, as the case may be, and the Contingent Distribution, if any, shall have been made.

Events Causing Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events: (a) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or the Company shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any applicable federal or state bankruptcy or similar law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due and its willingness to be adjudged a bankrupt, or corporate action shall be taken by the Company in furtherance of any of the aforesaid purposes; (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Delaware Act; (c) the entry of an order by a court judgment initiating insolvency, bankruptcy or judicial liquidation proceedings in respect of the Guarantor or the Bank under German law, Netherlands law or the adoption of a shareholder’s resolution providing for the any other liquidation of the Guarantor or the Bank under German Netherlands law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement; (d) in connection with the redemption, repurchase or exchange of all outstanding Preferred Securities;; or (e) the written consent of all Securityholders; or (f) . Notwithstanding the termination of the legal existence of the last remaining Securityholder of foregoing, the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement)shall, to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, 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 the last remaining Securityholder of the Company. Notwithstanding the foregoing, the Company shall not be dissolved until all claims under the Guarantees LLC Guarantee, the Trust Guarantee and the Contingent Guarantee shall have been paid in full pursuant to their respective termsthe terms of the LLC Guarantee, to the fullest extent permitted by lawTrust Guarantee or the Contingent Guarantee, as the case may be, and the Contingent Distribution, if any, shall have been made.

Events Causing Dissolution. The This Agreement shall be terminated and the Company shall be dissolved and its affairs shall be wound up upon the occurrence of any first to occur of the following events: (a) a decree or order 10.1.1 the expiration of the term of the Company; 10.1.2 the unanimous written agreement of the Members to terminate this Agreement and to dissolve the Company; 10.1.3 the election by a court having jurisdiction Member to terminate and dissolve the Company (the “Election to Terminate”) in the premises shall have been entered adjudging event of a Cargill Change in Control or a CHS Change in Control; 10.1.4 the sale, abandonment or disposal by the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for assets not in the winding up or liquidation ordinary course of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or business; 10.1.5 the Company or either Member shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall (i) file a petition in bankruptcy, (ii) petition or answer apply to any tribunal for the appointment of a receiver or consent seeking any trustee for it or a substantial part of its assets, (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, adjustment readjustment of debt, dissolution or composition under liquidation law or statute of any applicable federal jurisdiction, whether now or state bankruptcy or similar lawhereafter in effect, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall (iv) make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; or if there shall have been filed any such petition or application, or any such petition shall have been commenced against it, in which an order for relief is entered or which remains un-dismissed for a period of forty-five (45) days or more; or the Company or either Member by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a receiver or any trustee for it or any substantial part of any of its properties, or shall admit in writing its inability suffer any such receivership or trusteeship to pay its debts generally as they become due and its willingness to be adjudged continue un-discharged for a bankrupt, period of forty-five (45) days or action shall be taken more; 10.1.6 if all or any portion of the Member’s Interest is levied upon or attached (other than by the other Member) in any proceeding, including any suit in equity, action at law or other judicial, arbitral or administrative proceeding, and that levy or attachment is not vacated or discharged within sixty (60) days after the date on which it is made; 10.1.7 if a Member becomes subject to any legal incapacity affecting its right or power to participate in the Company in furtherance of any or if there is an attempted or purported voluntary or involuntary sale, transfer, conveyance, pledge or disposal, whether direct or indirect, of the aforesaid purposesMembers Interest, except in compliance with Section 9.1; (b) the 10.1.8 an entry of a decree of judicial dissolution of against the Company under Section 18-802 of the LLC ActCompany; (c) 10.1.9 excluding termination in accordance with Sections 10.1.1 through 10.1.8 above, the entry of an order Election to Terminate by a court initiating insolvency, bankruptcy or liquidation proceedings in respect of the Bank under German law, or the adoption of a shareholder’s resolution providing for the liquidation of the Bank under German law, except either Member for any liquidation resulting from an amalgamationreason or no reason whatsoever; provided, consolidationhowever, merger or replacement; (d) the redemption, repurchase or exchange of all outstanding Preferred Securities; (e) the written consent of all Securityholders; or (f) the termination of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, agree in writing (i) the Member desiring to continue terminate the Company must provide an Election to Terminate at least three years prior to such termination and dissolution; (ii) neither Member may provide an Election to Terminate during the first ten (10) years from the Effective Date; and (iii) that the Member desiring to terminate early termination damages to the admission other Member of fifty million dollars ($50,000,000) (an “Early Termination Damages”). Cargill and CHS acknowledge and agree that the Early Termination Damages are not a penalty but, rather, constitute liquidated damages as a result of early termination in accordance with this Section 10.1.9 and are an amount that Cargill and CHS do both agree is reasonable in light of the personal representative anticipated or its nominee or designee, as actual harm suffered by 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 the last remaining Securityholder of the Company. Notwithstanding the foregoingnon-terminating Member in such event, the Company shall not be dissolved until all claims under difficulties of proof of loss, and the Guarantees have been paid in full pursuant to their respective terms, to the fullest extent permitted by law.inconvenience or non-feasibility of otherwise obtaining an adequate remedy;

Events Causing Dissolution. The This Agreement shall be terminated and the Company shall be dissolved and its affairs shall be wound up upon the occurrence of any first to occur of the following events: (a) a decree or order 10.1.1 the expiration of the term of the Company; 10.1.2 the unanimous written agreement of the Members to terminate this Agreement and to dissolve the Company; 10.1.3 the election by a court having jurisdiction Member to terminate and dissolve the Company (the “Election to Terminate”) in the premises shall have been entered adjudging event of a Cargill Change in Control or a CHS Change in Control; 10.1.4 the sale, abandonment or disposal by the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of the Company under any applicable U.S. federal or state bankruptcy or similar law, and such decree or order shall have continued undischarged and unstayed for a period of 90 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or for assets not in the winding up or liquidation ordinary course of its affairs, shall have been entered, and such decree or order shall have continued undischarged and unstayed for a period of 90 days or business; 10.1.5 the Company or either Member shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall (i) file a petition in bankruptcy, (ii) petition or answer apply to any tribunal for the appointment of a receiver or consent seeking any trustee for it or a substantial part of its assets, (iii) commence any proceeding under any bankruptcy, reorganization, arrangement, adjustment readjustment of debt, dissolution or composition under liquidation law or statute of any applicable federal jurisdiction, whether now or state bankruptcy or similar lawhereafter in effect, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee, assignee, sequestrator or similar official in bankruptcy or insolvency of the Company or of all or substantially all of its property, or shall (iv) make an assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors; or if there shall have been filed any such petition or application, or any such petition shall have been commenced against it, in which an order for relief is entered or which remains un-dismissed for a period of forty-five (45) days or more; or the Company or either Member by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application or proceeding or order for relief or the appointment of a receiver or any trustee for it or any substantial part of any of its properties, or shall admit in writing its inability suffer any such receivership or trusteeship to pay its debts generally as they become due and its willingness to be adjudged continue un-discharged for a bankrupt, period of forty-five (45) days or action shall be taken more; 10.1.6 if all or any portion of the Member’s Interest is levied upon or attached (other than by the other Member) in any proceeding, including any suit in equity, action at law or other judicial, arbitral or administrative proceeding, and that levy or attachment is not vacated or discharged within sixty (60) days after the date on which it is made; 10.1.7 if a Member becomes subject to any legal incapacity affecting its right or power to participate in the Company in furtherance of any or if there is an attempted or purported voluntary or involuntary sale, transfer, conveyance, pledge or disposal, whether direct or indirect, of the aforesaid purposesMembers Interest, except in compliance with Section 9.1; (b) the 10.1.8 an entry of a decree of judicial dissolution against the Company; 10.1.9 excluding termination in accordance with Sections 10.1.1 through 10.1.8 above, the Election to Terminate by either Member for any reason or no reason whatsoever during the Initial Term or any Renewal Term; provided, however, that (i) the Member desiring to terminate the Company in accordance with this Section 10.1.9 must provide an Election to Terminate at least three years prior to such termination and dissolution; (ii) neither Member may provide an Election to Terminate during the first ten (10) years from the Effective Date; and (iii) that the Member desiring to terminate early pays termination damages to the other Member of fifty million dollars ($50,000,000) (an “Early Termination Damages”). Cargill and CHS acknowledge and agree that the Early Termination Damages are not a penalty but, rather, constitute liquidated damages as a result of early termination in accordance with this Section 10.1.9 and are an amount that Cargill and CHS do both agree is reasonable in light of the anticipated or actual harm suffered by the non-terminating Member in such event, the difficulties of proof of loss, and the inconvenience or non-feasibility of otherwise obtaining an adequate remedy; 10.1.10 except as otherwise agreed upon in this Agreement, any other event causing dissolution of the Company under Section 18-802 the provisions of the LLC Act; (c) the entry of an order by a court initiating insolvency, bankruptcy or liquidation proceedings in respect of the Bank under German law, or the adoption of a shareholder’s resolution providing for the liquidation of the Bank under German law, except for any liquidation resulting from an amalgamation, consolidation, merger or replacement; (d) the redemption, repurchase or exchange of all outstanding Preferred Securities; (e) the written consent of all Securityholders; or (f) the termination of the legal existence of the last remaining Securityholder of the Company or the occurrence of any other event which terminates the continued membership of the last remaining Securityholder of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the LLC Act. Upon the occurrence of any event that causes the last remaining Securityholder of the Company to cease to be a Securityholder of the Company (other than upon an assignment by the Securityholder of all of its limited liability company interest in the Company and the admission of the transferee pursuant to this Agreement), to the fullest extent permitted by law, the personal representative of such Securityholder is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such Securityholder in the Company, 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 the last remaining Securityholder of the Company. Notwithstanding the foregoing, the Company shall not be dissolved until all claims under the Guarantees have been paid in full pursuant to their respective terms, to the fullest extent permitted by law.