Common use of Events Giving Rise to Dissolution Clause in Contracts

Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company, except that the happening of any one of the following events shall work an immediate dissolution of the Company: (a) The sale of all or substantially all of the Company Property; (b) Approval by a majority of the Members to dissolve the Company; (c) 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 Delaware Act; or (d) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act, provided, however, that to the fullest extent permitted by law, the Members waive the right to seek and shall not seek or acquiesce in the entry of a decree of judicial dissolution. (e) Failure of the transaction described in the Purchase Agreement to close by July 31, 2012, as such date may be extended by the parties thereto. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such Member 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 Member in the Company. Without limitation on the other provisions hereof, neither the assignment of all or any part of a Membership Interest permitted hereunder nor the admission of a substitute member nor the bankruptcy, insolvency or dissolution of a Member shall, in and of itself, work the dissolution of the Company. Except as otherwise provided in this Agreement, each Member agrees that a Member may not withdraw or resign from or, to the fullest extent permitted by law, cause a voluntary dissolution of the Company. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each of the Members waives any right it might have to dissolve the Company upon the Bankruptcy of a Member or the occurrence of an event that causes a Member to cease to be a member of the Company.

Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Company, except that the happening of any one of the following events shall work an immediate dissolution of the Company: (a) The sale of all or substantially all of the Company Property; (b) Approval The unanimous agreement in writing by a majority of the Members to dissolve the Company; (c) The expiration of the Term of the Company; (d) 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 Delaware Act; or (de) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act, provided, however, that to the fullest extent permitted by law, the Members waive the right to seek and shall not seek or acquiesce in the entry of a decree of judicial dissolution. (e) Failure of the transaction described in the Purchase Agreement to close by July 31, 2012, as such date may be extended by the parties thereto. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such Member 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 Member in the Company. Without limitation on the other provisions hereof, neither the assignment of all or any part of a Membership Interest permitted hereunder nor the admission of a substitute member nor the bankruptcy, insolvency or dissolution of a Member shall, in and of itself, work the dissolution of the Company. Except as otherwise provided in this Agreement, each Member agrees that a Member may not withdraw or resign from or, to the fullest extent permitted by law, cause a voluntary dissolution of the Company. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this Agreement, each of the Members waives any right it might have to dissolve the Company upon the Bankruptcy of a Member or the occurrence of an event that causes a Member to cease to be a member of the Company.

Events Giving Rise to Dissolution. No act8.2.1. The Company shall dissolve and its affairs shall be wound up upon the first to occur of the following, thing, occurrence, and upon no other event or circumstance shall cause or result in the dissolution of the Company, except that the happening of any one of the following events shall work an immediate dissolution of the Companyoccurrence: (aA) The sale of all or substantially all of the Company Property; (b) Approval unanimous written election by a majority of the Members to dissolve the Company; (cB) The termination of Any event that makes it unlawful for the legal existence of the last remaining Member business of the Company or to be carried on by 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 Delaware Act; orMembers; (dC) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act, provided, however, that to the fullest extent permitted by law, the Members waive the right to seek and shall not seek or acquiesce in the entry of a decree of judicial dissolution. (e) Failure of the transaction described in the Purchase Agreement to close by July 31, 2012, as such date may be extended by the parties thereto. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a member of the Company, to Company (other than upon continuation of the fullest extent permitted Company without dissolution upon the assignment by law, the personal representative of such Member of all of its Membership Interests and the admission of the transferee or transferees pursuant to Section 5.1); provided, however, that the Company is hereby authorized to, not dissolved and shallshall not be required to be wound up if, within ninety (90) days after the occurrence of the event that terminated the continued membership of such the last remaining Member, the personal representative of the last remaining Member in the Company, agree in writing agrees (i) to continue the Company and (ii) to the admission of the such personal representative or its nominee or designee, as the case may be, to the Company as a substitute Member member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining Member in the Company. Without limitation on the other provisions hereof, neither the assignment of all or any part Member; or (D) The entry of a Membership Interest permitted hereunder nor the admission decree of a substitute member nor the bankruptcy, insolvency or dissolution of a Member shall, in and of itself, work the judicial dissolution of the CompanyCompany pursuant to Section 18-802 of the Act. 8.2.2. Except as otherwise provided in The Members agree that the Company may be dissolved, liquidated and terminated only pursuant to the terms of this AgreementARTICLE VIII, each Member agrees that a Member may not withdraw or resign from orand, to the fullest extent permitted by law, the Members irrevocably waive any and all other rights they may have to cause a voluntary dissolution of the CompanyCompany or a sale or partition of all or substantially all the assets, except as otherwise expressly provided herein. Notwithstanding any other provision The bankruptcy (as defined at Sections 18-101(1) and 18-304 of this Agreement, the Bankruptcy Act) of a Member shall not cause the such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. Notwithstanding any other provision of this AgreementTo the fullest extent permitted by law, each the retirement, withdrawal, removal, bankruptcy (as defined in Sections 18-101(1) and 18-304 of the Members waives any right it might have to dissolve the Company upon the Bankruptcy Act) or incapacity of a Member or the occurrence of an any event that causes terminates the continued membership of a Member to cease to be of the Company shall not, in and of itself ,cause a member dissolution of the Company. Any dissolution of the Company other than as provided in this ARTICLE VIII shall be a dissolution in contravention of this Agreement.

Events Giving Rise to Dissolution. No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the CompanyPartnership, except that the happening of any one of the following events shall work an immediate dissolution of the CompanyPartnership: (a) The sale of all or substantially all of the Company Partnership Property; (b) Approval The agreement in writing by a majority of the Members Eola and Utah to dissolve the CompanyPartnership; (c) The termination expiration of the legal existence Term of the last remaining Member Partnership; (d) The occurrence of an event that makes it unlawful or impossible for all or substantially all of the Company business or the occurrence of any other event which terminates the continued membership affairs of the last Partnership to be continued, such as an event causing the Partnership to have less than two Partners, unless the remaining Member Partner causes a cure of such illegality or impossibility within ninety (90) days after the Partnership has notice of the Company event, in which case the Company unless Partnership shall be continued effective retroactively as of the Company is continued without dissolution in a manner permitted by this Agreement or date of the Delaware Actevent; or (de) The entry of a decree of judicial dissolution under Section 1815-802 801 of the Delaware Act, ; provided, however, that to the fullest extent permitted by law, the Members Partners waive the right to seek and shall not seek or acquiesce in the entry of a decree of judicial dissolution. (e) Failure of the transaction described in the Purchase Agreement to close by July 31, 2012, as such date may be extended by the parties thereto. Upon the occurrence of any event that causes the last remaining Member there to be less than two Partners of the Company to cease to be a member of the CompanyPartnership, to the fullest extent permitted by law, the remaining Partner (or the personal representative of such Member the dissolved or dissociated Partners) is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated caused there to be less than two Partners of the continued membership of such Member in the CompanyPartnership, agree in writing (i) to continue the Company Partnership and (ii) to the admission of the personal representative representative(s) or its their nominee or designee, as the case may be, as a substitute Member Partner of the CompanyPartnership, effective as of the occurrence of the event that terminated the continued membership caused there to be less than two Partners of the last remaining Member in the CompanyPartnership. Without limitation on the other provisions hereof, neither the assignment of all or any part of a Membership Partnership Interest permitted hereunder nor the admission of a substitute member Partner nor the bankruptcy, insolvency or dissolution of a Member Partner shall, in and of itself, work the dissolution of the CompanyPartnership. Except as otherwise provided in this Agreement, each Member Partner agrees that a Member Partner may not withdraw or resign from or, to the fullest extent permitted by law, cause a voluntary dissolution of the Company. Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause the Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolutionPartnership. Notwithstanding any other provision of this Agreement, each of the Members Partners waives any right it might have to dissolve the Company Partnership upon the Bankruptcy of a Member Partner or the occurrence of an event that causes a Member Partner to cease to be a member Partner of the CompanyPartnership.