Liquidation and Dissolution of Seller Sample Clauses

Liquidation and Dissolution of Seller. Purchaser acknowledges that Seller filed a certificate of dissolution with the Secretary of State of the State of Delaware pursuant to §275 of the Delaware General Corporation Law (the “DGCL”) on March 7, 2013 and that in connection therewith Seller is in the process of liquidating its assets and intends to distribute any excess cash to Seller’s stockholders as promptly as practicable in accordance with the DGCL. Purchaser acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, Seller’s obligations under this Agreement shall in no way form the basis of any claim by Purchaser or otherwise serve to prevent or delay Seller’s liquidation of assets and distributions to stockholders, including of the Purchase Price, following the Closing.
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Liquidation and Dissolution of Seller. Section 3.5.
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Liquidation and Dissolution of Seller. The Seller agrees that in compliance with the applicable laws of the State of Texas it shall call, not later than December 28, 1995, a meeting of its sole shareholder. The special meeting shall be called for the purpose of approving the liquidation and dissolution of the Seller. Promptly on or after the Closing Date, the Seller agrees to proceed with due diligence to wind up its affairs, liquidate, and distribute its remaining assets, including the shares of common stock of Buyer received pursuant to the exchange, and voluntarily dissolve.
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Liquidation and Dissolution of Seller. (a) If after the Closing Date, Seller shall dissolve and wind up its affairs, such dissolution and winding-up shall be conducted in accordance with and subject to the Organizational Documents of Seller, the TNPCA, Water Code and all other applicable Legal Requirements. (b) Notwithstanding anything in this Agreement to the contrary, Purchaser and Seller each acknowledge agree that Purchaser shall have absolutely no Liability of any kind whatsoever, including any Liability to Seller, any of Seller's Members or any other Person, arising from or relating any dissolution and winding up of Seller and distribution of assets by Seller to any Member or other Person after the Closing. Seller hereby holds Purchaser harmless from any Liability whatsoever arising directly or indirectly from any of the foregoing acts.
Sample 1
Liquidation and Dissolution of Seller. Promptly after the Closing Date but not later than thirty (30) calendar days after the Closing Date, Seller shall proceed, and Seller’s Parent shall cause Seller to proceed, with due diligence to wind up Seller’s affairs, liquidate, and distribute Seller’s remaining assets, including the Platinum Exchange Shares received pursuant to the exchange, to Seller’s Parent and voluntarily dissolve Seller. In connection with the winding up of Seller’s affairs, Seller shall proceed promptly after the Closing Date to prepare and file all income Tax Returns and reports required under Applicable Law, covering all periods (or portions of any period) ending on or before the Closing Date for which Tax Returns and reports have not previously been filed. Buyer shall have no obligations or responsibilities in connection with the liquidation and dissolution of the Seller. The Acquisition, including, without limitation, the sale of the Assets to Buyer, shall not be effected in any respect by the failure or delay of the Seller to effect or consummate its liquidation or dissolution.
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Liquidation and Dissolution of Seller. (a) Promptly after receipt thereof, Seller shall distribute to its stockholders, in complete liquidation of Seller and in exchange for and in complete cancellation and redemption of their shares of Seller Common Stock, the shares of Buyer Common Stock received by Seller pursuant to P. 1 of this Agreement. The shares of Buyer Common Stock so received by Seller shall be reissued as follows: Xxxxx X. Xxxxxx-25,500 shares; Xxxx X. Xxxxxx-3,975 shares; Xxxx X. Xxxxxx-12,500 shares; Laussade Trust-7,500 shares; Xxxxxxx Xxxxxxx-500 shares; Xxxxx Xxxxxxxx-25 shares. (b) Following said distribution, Seller shall dissolve and wind up its affairs after which xxxx Xxxxxx shall not engage in any further business.
Sample 1
Liquidation and Dissolution of Seller. Seller shall promptly adopt a plan of complete liquidation and dissolution and pursuant thereto, shall distribute to Shareholder the Consideration and its other remaining assets, after providing for the payment of all its liabilities to Shareholder and shall dissolve under the laws of the state of ____. The liquidation and dissolution shall be completed by no later than one year from the date of Closing.
Sample 1
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Liquidation and Dissolution of Seller. Seller shall in compliance with the applicable laws of the State of Texas, duly call a special meeting of the holders of its capital stock entitled to vote thereon for the purpose of approving this Agreement, the transfer of its assets to the Buyer, and the change of name and liquidation and dissolution of the Seller hereinafter provided for. Seller shall use its best efforts to cause its shareholders to adopt this Agreement, the transfer of its assets, changing its name, and its liquidation and distribution. Immediately after the Closing, Seller shall take all action required to change its name to one which will not be confused with the present name of the Seller and Seller will initiate proceedings to dissolve its corporate existence and liquidate its affairs as soon as practical. Seller will promptly liquidate and distribute to its stockholders, in liquidation of the assets as contemplated herein and in accordance with a plan of liquidation and distribution to be adopted by the Board of Directors of Seller prior to the Closing Date (a copy of which will be supplied prior to the Closing Date to the Buyer's counsel), the shares of Arguss Stock (and right to receive Arguss Stock) delivered by the Parent to Seller.
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Related to Liquidation and Dissolution of Seller

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • Termination and Dissolution 8.1 Party B represents and warrants that it has terminated its employment with his former employer, if applicable, when signing this Contract. 8.2 This Contract may only be amended upon written agreement of both Parties. 8.3 On the Expiration Date, this Contract shall be automatically renewed for an additional term of 3 years, unless either Party notifies the other Party of its decision not to renew this Contract. 8.4 This Contract may be terminated, dissolved or renewed by either Party pursuant to the Labor Law of the People’s Republic of China and other applicable government rules and regulations. 8.5 If Party A terminates the Contract in violation of the provisions herein, then Party A shall be liable for any losses incurred by Party B pursuant to the provisions of Labor Law of the People’s Republic of China. 8.6 Upon dissolution or termination of this Contract by the Parties for any reason, Party B shall immediately cease all activities conducted in the name of Party A, complete outstanding business as per Party A’s requests, settle all accounts, carry out any work-related transitions, and return all Party A’s properties, including but not limited to: (a) all documents and files with respect to Party A, Party A’s management, operation and products and the copies thereof, which are maintained, used or controlled by Party B; (b) name lists and information relating to Party A’s suppliers, clients and other business contacts; (c) software, disks, hardware and CDs containing Party A’s data and information; and (d) instruments, uniforms, apparatuses, equipment and other office appliances, etc., which have been provided to Party B by Party A for work purposes. 8.7 Upon dissolution or termination of this Contract, any indemnification liabilities borne by Party A shall be paid to Party B upon completion of the work-related transitions and other obligations under Article 8.6. 8.8 Upon dissolution or termination of this Contract, Party A shall issue labor contract termination certificate evidencing such termination. In addition, Party A shall also arrange transfers of Party B’s social insurance and welfare documentation in accordance with applicable laws and procedures.

  • LIQUIDATION AND DISTRIBUTION On or as soon after the Closing Date as is conveniently practicable: (a) the Acquired Fund will distribute in complete liquidation of the Acquired Fund, pro rata to its shareholders of record, determined as of the close of business on the Closing Date (the "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Acquired Fund pursuant to paragraph 1.1; and (b) the Acquired Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Acquired Fund (the "Acquired Fund Shares") will simultaneously be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. After the Closing Date, the Acquired Fund shall not conduct any business except in connection with its termination.

  • Term and Dissolution (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events: (i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement; (ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or (iii) the election by the General Partner that the Partnership should be dissolved. (b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

  • Winding Up, Liquidation and Distribution of Assets (a) Upon dissolution of the Company, no further business shall be conducted except for the taking of such action as shall be necessary for the winding up of the affairs of the Company and the distribution of its assets to the Members pursuant to the provisions of this Section 14.04. (b) Upon dissolution of the Company, an accounting shall be made by the Company’s accountants of the accounts of the Company and of the Company’s assets, liabilities and operations, from the date of the last previous accounting until the date of dissolution. The Manager(s), or if none, the Person or Persons selected by Majority Interest of the Members (the “Liquidators”) shall immediately proceed to wind up the affairs of the Company. The Liquidators shall have full authority to wind up the affairs of the Company and to make distributions as provided herein. (c) Upon dissolution of the Company, the Liquidators shall either sell the assets of the Company at the best price available, or the Liquidators may distribute to the Members all or any portion of the Company’s assets in kind. If any assets are to be distributed in kind, the Liquidators shall ascertain the fair market value (by appraisal or other reasonable means) of such assets, and each Member’s Capital Account shall be charged or credited, as the case may be, as if such asset had been sold for cash at such fair market value and the net gain or net loss recognized thereby had been allocated to and among the Members in accordance with Article IX above. (d) All assets of the Company shall be applied and distributed by the Liquidators in the following order: (i) First, to the creditors of the Company; (ii) Next, to setting up the reserves that the Liquidators may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Company; (iii) Finally, in accordance with the positive balance (if any) in each Member’s Capital Account (as determined after taking into account all Capital Account adjustments for the Company’s Fiscal Year during which the liquidation occurs), with any balance in excess thereof being distributed in proportion to the Members’ respective Ownership Percentages. Any such distributions in respect to Capital Accounts shall, to the extent practicable, be made in accordance with the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations. (e) Notwithstanding anything to the contrary in this Operating Agreement, upon a “liquidation” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any Capital Contribution, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

  • Procedure for Winding Up and Dissolution If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.

  • Liquidation and Distribution of Assets Upon the dissolution of the Company, the Member, or court-appointed trustee, if there is no remaining Member, shall take full account of the Company’s liabilities and assets, and such assets shall be liquidated as promptly as is consistent with obtaining the fair value thereof. During the period of liquidation, the business and affairs of the Company shall continue to be governed by the provisions of this Agreement, with the management of the Company continuing as provided in Section 5 hereof. The proceeds from liquidation of the Company’s property, to the extent sufficient therefore, shall be applied and distributed in the following order: (i) To the payment and discharge of all of the Company’s debts and liabilities, including those to the Member as a creditor, to the extent permitted by law, and the establishment of any necessary reserves; (ii) To the Member in satisfaction of any Member Loans which have not been satisfied pursuant to Section 7.2(b)(i); and (iii) To the Member in accordance with Section 3.

  • Dissolution and Liquidation (Check One)

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

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