RESIGNATION OF MEMBERS; TERMINATION OF COMPANY Sample Clauses

RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 35 Section 10.1 Resignation of Members 35 Section 10.2 Dissolution of Company 35 Section 10.3 Distribution in Liquidation 36 Section 10.4 Final Reports 37 Section 10.5 Rights of Members 37 Section 10.6 Deficit Restoration 37 Section 10.7 Termination 37 ARTICLE 11. NOTICES AND VOTING 37 Page Section 11.1 Notices 37 Section 11.2 Voting 38 ARTICLE 12. AMENDMENT OF AGREEMENT 38 Section 12.1 Amendments 38 Section 12.2 Amendment of Articles 38 Section 12.3 Power of Attorney 38 ARTICLE 13. MISCELLANEOUS 39 Section 13.1 Confidentiality 39 Section 13.2 Entire Agreement 39 Section 13.3 Governing Law 39 Section 13.4 Severability 40 Section 13.5 Effect 40 Section 13.6 Captions 40 Section 13.7 Counterparts 40 Section 13.8 Waiver of Partition 40 Section 13.9 Waiver of Trial by Jury 40 Section 13.10 Gaming Suitability 40 Section 13.11 Certificates 42 OPERATING AGREEMENT OF XXXXXX GAMING, LLC This OPERATING AGREEMENT of XXXXXX GAMING, LLC, dated as of December 31, 2010, by and among the Members listed on Schedule A attached hereto (and each Member, by receipt of its membership interests of the Company pursuant to the terms of the Plan (as defined hereinafter), shall be deemed to be a party hereto). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
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RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 45 Section 10.1 Resignation of Members 45 Section 10.2 Dissolution of Company 46 Section 10.3 Distribution in Liquidation 47 Section 10.4 Final Reports 47 Section 10.5 Rights of Members 48 Section 10.6 Deficit Restoration 48 Section 10.7 Termination 48
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RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 45 Section 10.1 Resignation of Members 45 Section 10.2 Dissolution of Company 46 Section 10.3 Distribution in Liquidation 47 Section 10.4 Final Reports 47 Section 10.5 Rights of Members 48 Section 10.6 Deficit Restoration 48 Section 10.7 Termination 48 ARTICLE 11. NOTICES AND VOTING 48 Section 11.1 Notices 48 ARTICLE 12. AMENDMENT OF AGREEMENT 49 Section 12.1 Amendments 49 Section 12.2 Amendment of Certificate 50 Section 12.3 Power of Attorney 50 ARTICLE 13. Representations, Warranties and Covenants 50 Section 13.1 Authorization; Validity and Enforceability; No Conflicts 50 Section 13.2 Investment Purpose 51 Section 13.3 Independent Inquiry 00 Xxxxxxx 00.0 Xxxxxx Xxxxxx Citizenship 51 Section 13.5 Certain Agreements Concerning Idle Vessels 51 ARTICLE 14. MISCELLANEOUS 52 Section 14.1 Confidentiality 52 Section 14.2 Entire Agreement 52 Section 14.3 GOVERNING LAW 53 Section 14.4 WAIVER OF TRIAL BY JURY 53 Section 14.5 CONSENT TO JURISDICTION; SERVICES OF PROCESS AND VENUE 53 Section 14.6 Severability 54 Section 14.7 Successors and Assigns 54 Section 14.8 Captions 54 Section 14.9 Counterparts 54 Section 14.10 Waiver of Partition 54 Section 14.11 No Third-Party Beneficiaries 54 Section 14.12 Further Assurances 54 Section 14.13 Remedies and Waivers 55 Section 14.14 Specific Performance 55 SCHEDULES Schedule I – Capital Accounts Schedule II – Capitalization Table Schedule III – Vessels to be Reactivated Schedule IV – Affiliate Transactions Schedule V – Board of Managers AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FALCON GLOBAL HOLDINGS LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Falcon Global Holdings LLC, dated as of February 8, 2018, is entered into by and among Falcon Global Holdings LLC, a Delaware limited liability company (the “Company”), and the Members. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 2.1.
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RESIGNATION OF MEMBERS; TERMINATION OF COMPANY. LIQUIDATION AND DISTRIBUTION OF ASSETS 47 Section 10.1 Resignation of Members47
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Related to RESIGNATION OF MEMBERS; TERMINATION OF COMPANY

  • Voluntary Resignation or Termination for Cause If the Employee's employment with the Company terminates as a result of the Employee's voluntary resignation which is not an Involuntary Termination or if the Employee is terminated for Cause at any time after a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

  • Termination of Company Upon the completion of the liquidation of the Company and the distribution of all Company assets, the Company's affairs shall terminate and the Liquidator shall cause to be executed and filed an appropriate certificate, if required, to such effect in the proper governmental office or offices, as well as any and all other documents required to effectuate the termination of the Company.

  • Termination of Membership You may terminate your membership by giving us written notice or by withdrawing your minimum required membership share(s), if any, and closing all your accounts. You may be denied services for causing a loss to the Credit Union, or you may be expelled for any reason as allowed by applicable law.

  • Voluntary Termination or Termination for Cause If Executive is no longer employed by the Company or any of its subsidiaries as a result of Executive's termination for Cause or resignation, then on or after the Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per Unit equal to the lower of the Original Value thereof or the Fair Market Value thereof determined as described in clause (b)(1) above; provided, however, that if Executive resigns on or after the fifth anniversary of the date hereof, then on or after such Termination Date, the Company may elect to purchase all or any portion of the Executive Units at a price per unit equal to the Fair Market Value thereof determined as described in clause 3(b)(1) above.

  • Voluntary Resignation; Termination for Cause If Executive’s employment with the Company terminates (i) voluntarily by Executive (other than for Good Reason) or (ii) for Cause by the Company, then Executive will not be entitled to receive severance or other benefits except for those (if any) as may then be established under the Company’s then existing severance and benefits plans and practices or pursuant to other written agreements with the Company.

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

  • Resignation or Termination of Agent The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. BANA, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of BANA without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.

  • Resignation upon Termination Effective as of any Date of Termination under this Section 7 or otherwise as of the date of Executive's termination of employment with the Company, Executive shall resign, in writing, from all Board memberships and other positions then held by him with the Company and its Affiliates.

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