Permitted Dissolution Sample Clauses

The Permitted Dissolution clause defines the specific circumstances under which a party is allowed to dissolve or terminate an agreement or entity without breaching the contract. Typically, this clause outlines acceptable reasons for dissolution, such as mutual consent, fulfillment of contractual obligations, or the occurrence of predefined events like insolvency or regulatory changes. By clearly stating when dissolution is allowed, the clause provides both parties with certainty and protection, ensuring that termination can only occur under agreed-upon conditions and reducing the risk of disputes.
Permitted Dissolution. The Company may be dissolved by the Member in its discretion.
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Permitted Dissolution. The Company may be dissolved by the Member in its discretion, subject to the following terms and conditions, upon the sooner of: (a) the termination or expiration of the Modified Building 3 Lease and transfer of the Company's entire interests in Building 3 to MFDS or its designee, provided that (i) all rent and other obligations of the Company under the Modified Building 3 Lease have been paid in full and (ii) the Member reaffirms its obligation for all sums and obligations of the Company then outstanding under the Master Agreement, including, without limitation, pursuant to the Five Year Note and the One Year Note (as defined, respectively, therein); and (b) two years after closing, if Member is being merged or substantially all of its assets are being acquired, provided that (i) ownership of Building 3 and the lessee's interest under the Modified Building 3 Lease are transferred to another person or entity acceptable to MFDS in its reasonable discretion, (ii) all rent and other obligations of the Company under the Modified Building 3 Lease have been prepaid and otherwise performed in full, and (iii) all sums and obligations of the Company then outstanding under the Master Agreement, including, without limitation, pursuant to the Five Year Note (as defined therein), are either prepaid or assumed, pursuant to documentation satisfactory to MFDS in its sole discretion, by the entity acquiring or merging with the Company.
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Related to Permitted Dissolution

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • 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.

  • Early Dissolution 33 Section 9.03. Termination..................................................................................33 Section 9.04. Liquidation..................................................................................33 Section 9.05. Mergers, Consolidations, Amalgamations or Replacements of the Trust..........................35 ARTICLE X

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.