No Impediment to Liquidation Sample Clauses

No Impediment to Liquidation. Nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to Seller's right to liquidate, dissolve and wind-up its affairs and to cease all business activities and operations at such time as it may determine following the Closing.
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No Impediment to Liquidation. Nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to the Sellers' right to liquidate, dissolve and wind-up its affairs and to cease all business activities and operations at such time as it may determine following the Closing. Subject to Section 7.7, the Sellers shall not be obligated to retain assets or employees or to continue operations following the Closing (or to retain outsource assistance) in order to satisfy its obligations hereunder. Section 10.5
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No Impediment to Liquidation. 54 Section 10.5 Notices........................................................54 Section 10.6 Assignment.....................................................55 Section 10.7 Third-Party Beneficiaries......................................55 Section 10.8 Severability...................................................55 Section 10.9 Governing Law..................................................55 Section 10.10 Submission to Jurisdiction.....................................55 Section 10.11 Counterparts...................................................56 Section 10.12 Incorporation of Exhibits......................................56 Section 10.13 Entire Agreement...............................................56 Section 10.14 Headings.......................................................56 Section 10.15 Remedies.......................................................56 Section 10.16 Bulk Sales or Transfer Laws....................................56 Section 10.17
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No Impediment to Liquidation. Subject to Sections 2.2(e), 7.4(c) and 7.10, nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to the Sellers' right to liquidate, dissolve and wind-up its affairs and to cease all business activities and operations at such time as it may determine following the Closing. Subject to Sections 2.2(e), 7.4(c) and 7.10, the Sellers shall not be obligated to retain assets or employees or to continue operations following the Closing (or to retain outsource assistance) in order to satisfy its obligations hereunder.
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No Impediment to Liquidation. Nothing herein shall be deemed or construed so as to limit, restrict or impose any impediment to the Sellers' right to liquidate, dissolve and wind-up their affairs and to cease all business activities and operations at such time as it may determine following the expiration of the Transition Period. Sellers shall not be obligated to retain assets or employees or to continue operations following the expiration of the Transition Period (or to retain outsource assistance) in order to satisfy its obligations hereunder.
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No Impediment to Liquidation. 48 Section 10.5 Notices.......................................................48 Section 10.6 Assignment....................................................49 Section 10.7 Third-Party Beneficiaries.....................................49 Section 10.8 Severability..................................................49 Section 10.9
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No Impediment to Liquidation. Subject to the provisions of, any other written agreements between the Parties, nothing herein shall be deemed or construed as to limit, restrict or impose any impediment to a Party’s right to liquidate, dissolve and wind-up their company’s affairs and to cease all business activities and operations at such time as it may determine following the Effective Date, including a conversion of the Chapter 11 Cases to Chapter 7, including wholly owned or majority controlled subsidiaries of the Party.
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No Impediment to Liquidation. 36 Section 10.5 Notices.....................................36 Section 10.6 Assignment..................................37 Section 10.7 Governing Law...............................37 Section 10.8 Counterparts................................37 Section 10.9 Schedules and Exhibits......................37 Section 10.10 Entire Agreement............................37 Section 10.11 Bulk Sales or Transfer Laws.................38 Section 10.12 Submission to Jurisdiction..................38 Section 10.13 No Strict Construction......................38 LIST OF EXHIBITS AND SCHEDULES EXHIBITS -------- Exhibit A - Form of Bill of Sale Exhibit B-1 - Form of Instrument of Assignment xxx Assumption (General) Exhibit B-2 - Form of Instrument of Assignment and Assumption (Real Property Leases) Exhibit C - Form of Bid Procedures Order Exhibit D - Form of Sale Order SCHEDULES Referenced in: --------- ------------- Schedule 1.1(3) - Section 1.1 Schedule 2.1(h) - Section 2.1(h) Schedule 2.2(e) - Section 2.2(e) Schedule 2.3(f) - Section 2.3(f) Schedule 5.1 - Section 5.1 Schedule 5.4 - Section 5.4 Schedule 5.5 - Section 1.1, Section 5.5 and Section 7.4(a) Schedule 5.6 - Section 1.1, Section 2.5(a), Section 5.6 and Section 5.9 Schedule 5.7 - Section 2.3(a) and Section 5.7 Schedule 5.8 - Sections 5.8(a), (c) and (d) Schedule 5.9 - Section 1.1, Section 2.5(a) and Section 5.9 Schedule 5.10 - Section 5.10 Schedule 5.12 - Section 5.12 Schedule 5.13 - Section 5.13 Schedule 5.14 - Section 5.14 Schedule 5.15 - Section 5.15 Schedule 5.16 - Section 5.16 Schedule 6.5 - Section 6.5 Schedule 7.1 - Section 7.1 iv ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "Agreement"), is made as of November 30, 2001, by and between Executive Conference, Inc., a New Jersey corporation (the "Seller") and Summit Acquisition LLC, a Delaware limited liability company (the "Buyer").
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No Impediment to Liquidation. 44 Section 10.5 Notices...............................................................44 Section 10.6 Assignment............................................................45 Section 10.7
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Related to No Impediment to Liquidation

  • No Liquidation Seller will not, without the prior written consent of Buyer, liquidate, wind up its affairs or otherwise terminate its existence or enter into or consummate any transaction that would result in Seller being owned, directly or indirectly, by any Person other than the Members (a “Seller Liquidation”) on or prior to the three (3)-year anniversary of the date hereof. Upon the occurrence of any such Seller Liquidation, the Members will assume all rights, obligations and liabilities of Seller hereunder.

  • Orderly Liquidation A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the Members to minimize the losses normally attendant upon a liquidation.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Cash Liquidation 7 Certificate...................................................................7

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • Rights on Liquidation In the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary, or any other distribution of assets of the Partnership among its unitholders for the purpose of winding-up its affairs, unless the Partnership is continued under the election to reconstitute and continue the Partnership pursuant to Section 13.2.2 of the Agreement, the Holders shall be entitled to receive C$25.00 per Series 8 Preferred Limited Partnership Unit held by them, together with all accrued (whether or not declared) and unpaid Series 8 Distributions up to but excluding the date of payment or distribution (less any tax required to be deducted and withheld by the Partnership), before any amounts shall be paid or any assets of the Partnership distributed to the holders of any Junior Securities. Upon payment of such amounts, the Holders shall not be entitled to share in any further distribution of the assets of the Partnership.

  • Termination and Liquidation 4.1 If, at any time:

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Time for Liquidation A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation.

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (i) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (ii) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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