Procedural and Other Matters. (a) Upon dissolution of the Company and until the filing of a certificate of cancellation as provided in Section 10.4(b), the Persons winding up the affairs of the Company may, in the name of, and for and on behalf of, the Company, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the Company, dispose of and convey the property of the Company, discharge or make reasonable provision for the liabilities of the Company, and distribute to the Members any remaining assets of the Company, in accordance with this Article 10 and all without affecting the liability of Members and Managers and without imposing liability on a liquidating trustee.
(b) The Certificate may be canceled upon the dissolution and the completion of winding up of the Company, by any Person authorized by the Board of Managers to cause such cancellation in connection with such dissolution and winding up.
Procedural and Other Matters. Municipal By-laws of General Application The Agreement is subject to the provisions of all regulating statutes and all municipal by- laws of general application, except by-laws which have the effect of amending this Agreement.
Procedural and Other Matters. (a) Upon dissolution of the Venture and until the filing of a certificate of cancellation, the Liquidator may, in the name of, and for and on behalf of, the Venture, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the business of the Venture, dispose of and convey the property of the Venture, discharge or make reasonable provision for the liabilities of the Venture and distribute to the Members any remaining assets of the Venture, in accordance with this Article 10 and all without affecting the liability of the Members or the Manager and without imposing liability on the Liquidator.
(b) The Certificate may be canceled upon the dissolution and the completion of winding-up of the Venture by any Person authorized to cause such cancellation in connection with such dissolution and winding-up.
Procedural and Other Matters. (a) Upon dissolution of the REIT and until the filing of a certificate of cancellation, the Liquidator may, in the name of, and for and on behalf of, the REIT, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the REIT, dispose of and convey the property of the REIT, discharge or make reasonable provision for the liabilities of the REIT, and distribute to the Members any remaining assets of the REIT, in accordance with this Article 9 and all without affecting the liability of Members or the Manager and without imposing liability on the Liquidator or any liquidating trustee.
(b) The Certificate may be canceled upon the dissolution and the completion of winding up of the REIT, by any Person authorized to cause such cancellation in connection with such dissolution and winding up.
Procedural and Other Matters. (a) Upon dissolution of the Partnership and until the filing of a certificate of cancellation, the Liquidator may, in the name of, and for and on behalf of, the Partnership, prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the business of the Partnership, dispose of and convey the property of the Partnership, discharge or make reasonable provision for the liabilities of the Partnership and distribute to the Partners any remaining assets of the Partnership, in accordance with this Article 11 and all without affecting the liability of Limited Partner, the General Partner or members of the Advisory Committee and without imposing liability on the Liquidator.
(b) The Certificate may be canceled upon the dissolution and the completion of winding‑up of the Partnership by any Person authorized to cause such cancellation in connection with such dissolution and winding‑up.
Procedural and Other Matters. (a) Upon dissolution of the REIT and until the filing of a certificate of cancellation, the Liquidator may, in the name of, and for and on behalf of, the REIT, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the REIT, dispose of and convey the property of the REIT, discharge or make reasonable provision for the liabilities of the REIT, and distribute to the Members any remaining assets of the REIT, in accordance with this Article 9 and all without affecting the liability of Members or the Manager and without imposing liability on the Liquidator.
(b) The Certificate may be canceled upon the dissolution and the completion of winding up of the REIT, by any Person authorized to cause such cancellation in connection with such dissolution and winding up. ARTICLE 10
Procedural and Other Matters. Upon dissolution of the Company and until the filing of a certificate of cancellation, the Liquidator may, in the name of, and for and on behalf of, the Company, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the Company, dispose of and convey the property of the Company, discharge or make reasonable provision for the liabilities of the Company, and distribute to the Members any remaining assets of the Company, in accordance with this Article 9 and all without affecting the liability of Members or the Manager and without imposing liability on the Liquidator.
Procedural and Other Matters. (i) Upon conversion of this Note, the Holder shall be deemed to be the holder of record of the Company common stock, notwithstanding that the transfer books of the Company shall then be closed or any instruments representing such Company common stock shall not then have been actually delivered to the Holder.
(ii) As soon as practicable after the Conversion Date, the Company shall issue and deliver to the Holder any instruments evidencing the Company common stock registered in the name of the Holder or its designee(s); provided, that the Company, by notice given to the Holder, may require the Holder, as a condition to the delivery of such instruments, to present this Note to the Company.
(iii) The issuance of any Company common stock, and the delivery of any instruments representing such shares, if applicable, shall be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of any instrument in a name other than that of the Holder, and the Company shall not be required to issue or deliver any such instrument unless and until the person or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.
Procedural and Other Matters. (a) Upon dissolution of the REIT and until the filing of a certificate of cancellation, the Liquidator may, in the name of, and for and on behalf of, the REIT, prosecute and defend suits, whether civil, criminal or administrative, settle and close the business of the REIT, dispose of and convey the property of the REIT, discharge or make reasonable provision for the liabilities of the REIT, and distribute to the Members any remaining assets of the REIT, in accordance with this Article 9 and all without affecting the liability of the Fund, the Members or the Managers (or any of their Affiliates) and without imposing liability on the Liquidator or any liquidating trustee. Without limiting the generality of the foregoing, in order to facilitate the liquidation of REIT Assets or the payment or other satisfaction of the REIT’s liabilities (including contingent liabilities), the Liquidator may establish a liquidating trust into which all or any remaining portion of the assets of the REIT are transferred and may designate itself, or any other Person the Liquidator deems proper, to act as liquidating trustee for such liquidating trust. In such event, the liquidating trustee shall have the full and complete right, power and authority to sell or otherwise dispose of the assets in the liquidating trust and to pay, settle or otherwise resolve liabilities (including contingent liability) of the REIT and such liquidating trust, subject to the terms and conditions of the trust agreement governing such liquidating trust.
(b) The Certificate may be canceled upon the dissolution and the completion of winding up of the REIT, by any Person authorized to cause such cancellation in connection with such dissolution and winding up.
Procedural and Other Matters
