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Statement of Dissociation Sample Clauses

Statement of Dissociation. Immediately upon the dissociation of any Member, the Managers will file a statement of dissociation in the office of the Vermont Secretary of State in accordance with Section 3094 of the LLC Act.
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Statement of Dissociation. (1) A person dis- sociated as a partner or the partnership may deliver to the depart- ment for filing a statement of dissociation stating the name of the partnership and that the person has dissociated from the partnership. (2) A statement of dissociation is a limitation on the authority of a person dissociated as a partner for the purposes of s. 178.0303. History: 2015 a. 295. History: 2015 a. 295. SUBCHAPTER VIII DISSOLUTION AND WINDING UP (1) In a partnership at will, any of the following: (a) The partnership knows or has notice of a person[s express will to withdraw as a partner, other than a partner that has disso- ciated under s. 178.0601 (2) to (10), but, if the person has speci- fied a withdrawal date later than the date the partnership knew or had notice, on the later date. (b) The affirmative vote or consent of all the partners to wind up the partnership business. (2) In a partnership for a definite term or particular undertak- ing, any of the following: (a) Within 90 days after a person[s dissociation by death or otherwise under s. 178.0601 (6) to (10) or wrongful dissociation under s. 178.0602 (2), the affirmative vote or consent of at least half of the remaining partners to wind up the partnership busi- ness, for which purpose a person[s rightful dissociation pursuant to s. 178.0602 (2) (b) 1. constitutes that partner[s consent to wind up the partnership business. (b) The affirmative vote or consent of all the partners to wind up the partnership business. (c) The expiration of the term or the completion of the undertaking. (3) An event or circumstance that the partnership agreement states causes dissolution. (4) On application by a partner, the entry by the circuit court of an order dissolving the partnership on any of the following grounds: (a) That the conduct of all or substantially all the partner- ship[s business is unlawful. (b) That the economic purpose of the partnership is likely to be unreasonably frustrated. (c) That another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner. (d) That it is otherwise not reasonably practicable to carry on the partnership business in conformity with the partnership agreement. (5) On application by a transferee, the entry by the circuit court of an order dissolving the partnership on the ground that it is equitable to wind up the partnership business under any of the following circumsta...
Sample 1
Statement of Dissociation. A dissociated Member or the Company may file a Statement of Dissociation in accordance with Section 00-00-000 of the Act.
Sample 1

Related to Statement of Dissociation

  • Articles of Dissolution Upon the dissolution and commencement of the winding up of the Company, the Member shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.

  • Certificate of Dissolution After the affairs of the Company have been wound up and the Company terminated, a certificate of dissolution shall be executed and filed in the office of the Delaware Secretary of State.

  • Events of Dissolution The Company shall be dissolved and terminated upon the happening of the first to occur of any of the following events: (i) The adoption by a majority of the Managers then in office of a resolution declaring the advisability of the dissolution and termination of the Company, followed by the approval of such resolution by the Majority Interest; (ii) The authorization of the dissolution and termination of the Company by written consent of all of the Members; and (iii) Judicial dissolution pursuant to the Act.

  • Notice of Dissolution In the event a Liquidating Event occurs or an event occurs that would, but for provisions of Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within 30 days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner).

  • Dissociation Except as otherwise provided, upon the occurrence of a dissociation event with respect to a Member, the LLC and the remaining Members shall have the option to purchase the dissociated Member's interest at the Set Price in the same manner as provided in ARTICLE VIII and as if the dissociated Member had notified the LLC of his desire to sell all of his LLC interest. The date the LLC received the notice as provided in ARTICLE VIII triggering the options shall be deemed to be the date that the LLC receives actual notice of the dissociation event.

  • Effective Date of Dissolution Any dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act and the Certificate is cancelled.

  • Effect of Dissolution Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

  • Withdrawal of Property from Market or Termination of Discussions Potential Investor acknowledges that the Property has been offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with any party at any time without notice for any reason whatsoever.

  • Annual Reconciliation Within 180 days after the end of each calendar year or as soon as possible thereafter, Landlord shall send Tenant an annual statement of the actual Operating Expenses and Taxes for the preceding calendar year (the “Annual Statement”). Landlord’s failure to render an Annual Statement for any calendar year shall not prejudice Landlord’s right to issue an Annual Statement with respect to that calendar year or any subsequent calendar year, nor shall Landlord’s rendering of an incorrect Annual Statement prejudice Landlord’s right subsequently to issue a corrected Annual Statement. Pursuant to the Annual Statement, Tenant shall pay to Landlord Additional Rent as owed within thirty days after Tenant’s receipt of the Annual Statement, or Landlord shall adjust Tenant’s Rent payments if Landlord owes Tenant a credit. After the Expiration Date or earlier termination date of the Lease, Landlord shall send Tenant the final Annual Statement for the Term, and Tenant shall pay to Landlord Additional Rent as owed within thirty days after Tenant’s receipt of the Annual Statement, or, if Landlord owes Tenant a credit, then Landlord shall pay Tenant a refund. If this Lease expires or terminates on a day other than December 31, then Additional Rent shall be prorated on a 365-day calendar year (or 366 if a leap year). If there is a decrease in Operating Expenses in any subsequent year below Operating Expenses for the Base Year, then no Additional Rent shall be due on account of Operating Expenses; provided, however, Tenant shall not be entitled to any credit, refund or other payment that would reduce the amount of Tenant’s Proportionate Share of Taxes or other Additional Rent or Base Rent owed by Tenant. Likewise, if there is a decrease in Taxes in any subsequent year below Taxes for the Base Year, then no Additional Rent shall be due on account of Taxes; provided, however, Tenant shall not be entitled to any credit, refund or other payment that would reduce the amount of Tenant’s Proportionate Share of Operating Expenses or other Additional Rent or Base Rent owed by Tenant.

  • Lien Searches and UCC Termination Statements Delivery to Administrative Agent of (a) the results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search, and (b) UCC termination statements duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements or fixture filings disclosed in such search (other than any such financing statements or fixture filings in respect of Liens permitted to remain outstanding pursuant to the terms of this Agreement).

Most Referenced Clauses

Most Referenced Definitions