Common use of Rights on Liquidation, Dissolution or Winding Up Clause in Contracts

Rights on Liquidation, Dissolution or Winding Up. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The resignation or dissolution of the Member or the resignation of any Special Member (whether or not in violation of any provision of this Agreement prohibiting such action) shall not, by itself, constitute a dissolution of the Company. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (d) Neither the sale of all or substantially all of the property or business of the Company, nor the merger, conversion or consolidation of the Company into or with another company or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 7.03. (e) The commencement of a Bankruptcy, insolvency, receivership or other similar proceeding by or against the Company shall not result in the dissolution of the Company or in the cessation of the interest of the Member in the Company. (f) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company. (g) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Rights on Liquidation, Dissolution or Winding Up. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The resignation or dissolution of the Member or the resignation of any Special Member (whether or not in violation of any provision of this Agreement prohibiting such action) shall not, by itself, constitute a dissolution of the Company. (b) In the event of dissolutionany liquidation, dissolution or winding up of the Company, the Company Member shall conduct only such activities as are necessary be entitled to wind up its affairs (including the sale of the all remaining assets of the Company in an orderly manner)available for distribution to the Member after payment of all liabilities, debts and the assets obligations of the Company shall be applied in the mannerto creditors, and in the order of priority, as set forth in Section 18-804 of the Act. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (db) Neither the sale of all or substantially all of the property or business of the Company, nor the merger, conversion merger or consolidation of the Company into or with another company Company or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 7.036.03. (ec) The commencement of a Bankruptcybankruptcy, insolvency, receivership or other similar proceeding by or against the Company Company, any Special Member or the Member shall not result in the dissolution of the Company or in the cessation of the interest of the Member in the Company. The withdrawal or resignation of the Member or any Special Member or the dissolution of the Member or any Special Member shall not, by itself, constitute a dissolution of the Company. (fd) Upon Subject to Section 5.05, upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company. (ge) Notwithstanding any other provision of this Agreement, the Bankruptcy bankruptcy of the Member or any Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Rights on Liquidation, Dissolution or Winding Up. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The resignation or dissolution of the Member or the resignation of any Special Member (whether or not in violation of any provision of this Agreement prohibiting such action) shall not, by itself, constitute a dissolution of the Company. (b) In the event of dissolutionany liquidation, dissolution or winding up of the Company, the Company Member shall conduct only such activities as are necessary be entitled to wind up its affairs (including the sale of the all remaining assets of the Company in an orderly manner)available for distribution to the Member after satisfaction (whether by payment or the making of reasonable provision for the payment thereof) of all liabilities, debts and the assets obligations of the Company shall be applied in the mannerto creditors, and in the order of priority, as set forth in Section 18-804 of the Act. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (db) Neither the sale of all or substantially all of the property or business of the Company, nor the merger, conversion merger or consolidation of the Company into or with another company Company or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 7.036.3. (ec) The commencement of a Bankruptcybankruptcy, insolvency, receivership or other similar proceeding by or against the Company Company, the Special Member or the Member shall not result in the dissolution of the Company or in the cessation of the interest of the Member in the Company. The withdrawal or resignation of the Member or the Special Member or the dissolution of the Member or the Special Member shall not, by itself, constitute a dissolution of the Company. (fd) Upon Subject to Section 5.5, upon the occurrence of any event that causes the last remaining member or the Member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (ge) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any the Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Rights on Liquidation, Dissolution or Winding Up. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The resignation or dissolution of the Member or the resignation of any Special Member (whether or not in violation of any provision of this Agreement prohibiting such action) shall not, by itself, constitute a dissolution of the Company. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (d) Neither the sale of all or substantially all of the property or business of the Company, nor the merger, conversion or consolidation of the Company into or with another company or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 7.03. (e) The commencement of a Bankruptcy, insolvency, receivership or other similar proceeding by or against the Company shall not result in the dissolution of the Company or in the cessation of the interest of the Member in the Company. (f) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the CompanyCompany or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Section 7.01), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining such member of the Company in the Company. (g) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Rights on Liquidation, Dissolution or Winding Up. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The resignation or dissolution of the Member or the resignation of any Special Member (whether or not in violation of any provision of this Agreement prohibiting such action) shall not, by itself, constitute a dissolution of the Company. (b) In the event of dissolutionany liquidation, dissolution or winding up of the Company, the Company Member shall conduct only such activities as are necessary be entitled to wind up its affairs (including the sale of the all remaining assets of the Company in an orderly manner)available for distribution to the Member after payment of all liabilities, debts and the assets obligations of the Company shall be applied in the mannerto creditors, and in the order of priority, as set forth in Section 18-804 of the Act. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (db) Neither the sale of all or substantially all of the property or business of the Company, nor the merger, conversion merger or consolidation of the Company into or with another company Company or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 7.036.03. (ec) The commencement of a Bankruptcybankruptcy, insolvency, receivership or other similar proceeding by or against the Company or the Member shall not result in the dissolution of the Company or in the cessation of the interest of the Member in the Company. The withdrawal or resignation of the Member or the dissolution of the Member shall not, by itself, constitute a dissolution of the Company. (fd) Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company. (ge) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Rights on Liquidation, Dissolution or Winding Up. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The resignation or dissolution of the Member or the resignation of any Special Member (whether or not in violation of any provision of this Agreement prohibiting such action) shall not, by itself, constitute a dissolution of the Company. (b) In the event of dissolutionany liquidation, dissolution or winding up of the Company, the Company Member shall conduct only such activities as are necessary be entitled to wind up its affairs (including the sale of the all remaining assets of the Company in an orderly manner)available for distribution to the Member after payment of all liabilities, debts and the assets obligations of the Company shall be applied in the mannerto creditors, and in the order of priority, as set forth in Section 18-804 of the Act. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (db) Neither the sale of all or substantially all of the property or business of the Company, nor the merger, conversion merger or consolidation of the Company into or with another company Company or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 7.036.03. (ec) The commencement of a Bankruptcybankruptcy, insolvency, receivership or other similar proceeding by or against the Company Company, any Special Member or the Member shall not result in the dissolution of the Company or in the cessation of the interest of the Member in the Company. The withdrawal or resignation of the Member or any Special Member or the dissolu- tion of the Member or any Special Member shall not, by itself, constitute a dissolution of the Company. (fd) Upon Subject to Section 5.05, upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company. (ge) Notwithstanding any other provision of this Agreement, the Bankruptcy bankruptcy of the Member or any Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.

Rights on Liquidation, Dissolution or Winding Up. (a) The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The resignation or dissolution of the Member or the resignation of any Special Member (whether or not in violation of any provision of this Agreement prohibiting such action) shall not, by itself, constitute a dissolution of the Company. (b) In the event of dissolutionany liquidation, dissolution or winding up of the Company, the Company Member shall conduct only such activities as are necessary be entitled to wind up its affairs (including the sale of the all remaining assets of the Company in an orderly manner)available for distribution to the Member after satisfaction (whether by payment or the making of reasonable provision for the payment thereof) of all liabilities, debts and the assets obligations of the Company shall be applied in the mannerto creditors, and in the order of priority, as set forth in Section 18-804 of the Act. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act. (db) Neither the sale of all or substantially all of the property or business of the Company, nor the merger, conversion merger or consolidation of the Company into or with another company Company or other entity, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purpose of this Section 7.036.3. (ec) The commencement of a Bankruptcybankruptcy, insolvency, receivership or other similar proceeding by or against the Company Company, the Special Member or the Member shall not result in the dissolution of the Company or in the cessation of the interest of the Member in the Company. The withdrawal or resignation of the Member or the Special Member or the dissolution of the Member or the Special Member shall not, by itself, constitute a dissolution of the Company. (fd) Upon Subject to Section 5.5, upon the occurrence of any event that causes the last remaining member or the Member of the Company to cease to be a member of the CompanyCompany (other than upon continuation of the Company without dissolution upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee pursuant to Section 6.1), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company or the Member in the Company. (ge) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or any the Special Member shall not cause the Member or Special Member, respectively, to cease to be a member of the Company, Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution.