Common use of Events of Dissociation Clause in Contracts

Events of Dissociation. A member dissociates from the company if the member is expelled or becomes bankrupt. A member who is an individual also dissociates from the company if the member dies or becomes incapacitated, and a member that is an entity dissociates if it is dissolved or terminated. 12.3.1. A member will be considered to be incapacitated if a guardian of the member or a conservator of the member’s estate is appointed. A member serving as the managing member will also be considered to be incapacitated if the member has been unable to perform the essential functions of the managing member of the company, with or without reasonable accommodation, for a consecutive period of 180 days, or it has been determined with reasonable medical certainty that the member will be unable to perform those functions for a consecutive period of 180 days. 12.3.2. A member will be considered bankrupt if: (a) the member makes an assignment for the benefit of creditors; (b) the member files a voluntary petition in bankruptcy; (c) the member is adjudicated as being bankrupt or insolvent; (d) the member files a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, or dissolution for the member, or similar relief under any statute, law, or regulation; (e) the member files an answer or other pleading admitting or failing to contest the material allegations in any proceeding of the foregoing nature filed against the member, or the proceeding is not dismissed within 120 days after it is commenced; or (f) the member seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member, or of all or any substantial part of the member’s property, or the appointment of such a trustee, receiver, or liquidator without the member’s consent is not vacated or stayed within 120 days after the appointment or after the expiration of a stay.

Events of Dissociation. A member dissociates from the company if the member withdraws or is expelled or becomes bankruptexpelled. A member who is an individual also dissociates from the company if the member is an individual and dies or becomes incapacitated, and a the member that is an entity dissociates if it and is dissolved or terminated, or the member becomes bankrupt. 12.3.1. 7.3.1 A member will be considered to be incapacitated if a guardian of the member or a conservator of the member’s estate is appointed. A member serving as the managing member will also be considered to be incapacitated if the member has been unable to perform the essential functions of the managing a member of the company, with or without reasonable accommodation, for a consecutive period of 180 days, Received by NSD/FARA Registration Unit 11/12/2019 11:37:20 AM Received by NSD/FARA Registration Unit 11/12/2019 11:37:20 AM or it has been determined with reasonable medical certainty that the member will be unable to perform those functions for a consecutive period of 180 days. 12.3.2. 7.3.2 A member will be considered bankrupt if: (a) the member makes an assignment for the benefit of creditors; (b) the member files a voluntary petition in bankruptcy; (c) the member is adjudicated as being bankrupt or insolvent; (d) the member files a petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, or dissolution for the member, or similar relief under any statute, law, or regulation; (e) the member files an answer or other pleading admitting or failing to contest the material allegations in any proceeding of the foregoing nature filed against the member, or the proceeding is not dismissed within 120 days after it is commenced; or (f) the member seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the member, or of all or any substantial part of the member’s property, or the appointment of such a trustee, receiver, or liquidator without the member’s consent is not vacated or stayed within 120 days after the appointment or after the expiration of a stay.

Events of Dissociation. A member dissociates Member shall be dissociated from the company if Company upon the member is expelled occurrence of any of the following events: (a) The Company's having notice of the Member's express will to withdraw upon the date of notice or becomes bankrupt. A member who is an individual also dissociates from on a later date specified by the company if Member. (b) The transfer of all of a Member's Distributional Interest, other than a transfer for security purposes or a court order charging the member dies or becomes incapacitated, and a member Member's Distributional Interest that is an entity dissociates has not been foreclosed. (c) The Member's expulsion by unanimous vote of the other Members if it is dissolved or terminatedunlawful to carry on the Company's business with the Member. 12.3.1. A member will be considered to be incapacitated if (d) On application by the Company or another Member, the Member's expulsion by judicial determination because the Member (i) engaged in wrongful conduct that adversely and materially affected the Company's business, or (ii) willfully or persistently committed a guardian material breach of this Agreement or a duty owed the Company or the other Members under Section 15-3 of the member or a conservator of the member’s estate is appointed. A member serving as the managing member will also be considered to be incapacitated if the member has been unable to perform the essential functions of the managing member of the company, with or without reasonable accommodation, for a consecutive period of 180 days, or it has been determined with reasonable medical certainty that the member will be unable to perform those functions for a consecutive period of 180 daysAct. 12.3.2. A member will be considered bankrupt if: (ae) the member makes The Member's becoming a debtor in Bankruptcy; executing an assignment for the benefit of creditors; (b) the member files a voluntary petition in bankruptcy; (c) the member is adjudicated as being bankrupt or insolvent; (d) the member files a petition or answer seeking any reorganizationseeking, arrangement, composition, readjustment, liquidation, or dissolution for the member, or similar relief under any statute, law, or regulation; (e) the member files an answer or other pleading admitting or failing to contest the material allegations in any proceeding of the foregoing nature filed against the member, or the proceeding is not dismissed within 120 days after it is commenced; or (f) the member seeks, consents consenting to, or acquiesces acquiescing in the appointment of a trustee, receiver, or liquidator of the member, Member or of all or any substantial part substantially all of the member’s Member's property; or failing, within 90 days after the appointment, to have vacated or stayed the appointment of such a trustee, receiver, or liquidator of the Member of all or substantially all of the Member's property obtained without the member’s Member's consent is not vacated or stayed acquiescence, or failing within 120 90 days after the appointment or after the expiration of a staystay to have the appointment vacated. (f) In the case of a Member who is an individual: (1) The Member's death; (2) The appointment of a guardian or general conservator for the Member; or (3) A judicial determination that the Member has otherwise become incapable of performing the Member's duties under this Agreement. (g) In the case of a Member that is a trust or is acting as a Member by virtue of being a trustee of a trust, distribution of the trust's entire rights to receive Distributions from the Company, but not merely by reason of the substitution of a successor trustee. (h) In the case of a Member that is an estate or is acting as a Member by virtue of being a personal representative of an estate, distribution of the estate's entire rights to receive Distributions from the Company, but not merely the substitution of a successor personal representative. (i) Termination of the existence of a Member if the Member is no an individual, estate or trust other than a business trust. (j) In the case of First Portland Corporation ("FPC"), which is a Member of the Company as set forth on Exhibit A: (1) FPC actions or omissions cause the Company to be in breach or default under that certain Loan and Security Agreement (the "Loan Agreement") dated April 27, 1999 by and between the Company and CDW Capital Corp. ("CDWCC") or any future agreements or amendments thereto and such breach or default is not cured within fifteen (15) days after written notice to FPC; (2) FPC is in breach or default under that certain Servicing Agreement dated (the "Servicing Agreement") April 27, 1999 by and between FPC and the Company or any amendments thereto and such breach or default results in an early termination of the Servicing Agreement; (3) The occurrence of any one or more of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld: (A) any person or entity, other than the existing shareholders of FPC or a trustee or other fiduciary holding securities under an employee benefit plan of FPC, or a corporation owned directly or indirectly by the stockholders of FPC in substantially the same proportions as their ownerships of stock in FPC, becomes the beneficial owner, directly or indirectly, of securities of FPC, representing more than 50% of the combined voting power of FPC's then outstanding securities; (B) the individuals who as of the date of this Agreement compose the Board of Directors of FPC cease for any reason to constitute a majority thereof; (C) the stockholders of FPC approve (i) a plan of complete liquidation of FPC, (ii) an agreement for the sale or disposition of all or substantially all of FPC's assets, or (iii) a merger, consolidation, or reorganization of FPC with or involving any other corporation, other than a merger, consolidation, or reorganization that would result in the voting securities of FPC outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 51% of the combined voting power of the voting securities of FPC (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization; (D) failure by FPC to file any tax returns; or (4) No earlier than one year after the date of this Agreement, and at anytime thereafter, CDWCC shall have the right to dissociate FPC by purchasing FPC's entire Interest in the Company by delivering written notice to the Manager and FPC. If CDWCC so elects, the closing of such purchase shall take place no later than thirty (30) days from the date of said notice, and the purchase price CDWCC shall pay to FPC for FPC's entire Interest in the Company shall be equal to FPC's capital account, determined in accordance with generally accepted accounting principles, as adjusted to record the Company's lease portfolio and related accounts at fair market value, as hereafter defined. The fair market value of the lease portfolio shall be determined in good faith by CDWCC and FPC, collectively, by obtaining three (3) independent and bona fide offers to acquire the entire lease portfolio. CDWCC may, entirely at their option, utilize the middle value of the three (3) offers to determine the purchase price of FPC's proportionate interest or accept one of the bona fide offers, sell the lease portfolio and accordingly adjust FPC's capital account to reflect the sale of the lease portfolio and final purchase price. If CDWCC is the purchaser hereunder, simultaneously with CDWCC's delivery of the purchase price to FPC for FPC's entire Interest in the Company, FPC shall deliver a duly executed assignment agreement in favor of CDWCC which assigns the portfolio of leases, and all rights and interests related thereto, to CDWCC, and FPC and CDWCC shall execute an Agreement terminating the Servicing Agreement as of such date; however, CDWCC shall have the right to extend the Servicing Agreement month to month, for up to six (6) months consistent with Section 10 of the Servicing Agreement. (k) In the case of CDWCC, which is a Member as set forth on Exhibit A, CDWCC breaches or is in default under the Loan Agreement. (l) If a Member fails to contribute additional capital pursuant to the terms of Section 2.3.