Term; Dissolution. LRS has been established with the bona fide intention that it shall be continued in operation indefinitely and that the contributions to LRS shall continue for an indefinite period. However, the LRS Board of Directors reserves the right at any time to terminate LRS by a written instrument to that effect executed by at least four-fifths (4/5) of the members of the LRS Board of Directors. Such written termination notice shall be delivered to each Participant no less than 120 days prior to the effective date of termination. In the event of such termination, Participant contributions shall cease as of the date of termination and the assets then remaining in the fund shall continue to be used and applied, to the extent available, for the
(a) payment of claims arising prior to such termination and (b) payment of reasonable and necessary expenses incurred in such termination. Any monies or other assets thereafter remaining in LRS shall be distributed pro rata to the Participants in LRS as of the day of termination. In no event shall any such assets be returned or distributed to any individual. Upon such termination, the LRS Board of Directors shall continue to serve for such period of time and to the extent necessary to effectuate termination of LRS. [signatures appear on following page]
Term; Dissolution. The Company shall have perpetual existence until dissolved and its affairs wound up upon the first to occur of the following: (a) dissolution in accordance with the Act, (b) written consent of the Member, or (c) the resignation, expulsion, bankruptcy, dissolution, death or insanity of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company.
Term; Dissolution. (i) The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 7.
(ii) 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 Delaware LLC Act.
(iii) Upon the occurrence of any event that terminates the continued membership of the Member in the Company, the Company shall not dissolve but the personal representative (as defined in the Delaware LLC Act) of the Member shall agree in writing to continue the Company and to the admission of the personal representative of the Member or its nominee or its designee to the Company as a Member, effective as of the occurrence of the event that terminated the continued membership of the Member in the Company.
(iv) Upon the dissolution of the Company, the Manager shall wind up the Company’s affairs as provided in the Delaware LLC Act. Upon completion of the winding up of the Company, the Manager shall distribute the property of the Company as follows:
(a) First, to creditors, including the Member if it is a creditor, to the extent permitted by law, in satisfaction of the Company’s liabilities (whether by payment or the making of reasonable provision for payment thereof); and
(b) Second, to the Member in cash or property, or partly in cash and partly in property, as determined by the Manager.
(v) Upon the completion of the winding up and liquidation of the Company, the Manager shall file a certificate of cancellation with the Secretary of State of the State of Delaware canceling the Company’s certificate of formation at which time the Company shall terminate.
Term; Dissolution. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 8 . 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, (b) the occurrence of any event other than the death or incompetency of the Member that terminates the continued membership of the Member without the admission of a successor member to the Member, or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act. In the event of the death or incompetency of the Member, the Company shall not dissolve but the personal representative (as defined in the Delaware Act) of the Member shall agree in writing to continue the Company and to the admission of the personal representative of the Member, or its nominee or designee, to the Company as a member, effective as of the death or incompetency of the Member. Upon the dissolution of the Company, the Managing Member shall wind up the Company’s affairs and distribute its assets as provided in the Delaware Act. Upon the completion of the winding up of the Company, the Managing Member shall file a certificate of cancellation with the Secretary of State of the State of Delaware canceling the Company’s certificate of formation at which time the Company shall terminate.
Term; Dissolution. The term of the Company commenced upon the filing of the Articles of Organization of the Company with the California Secretary of State. The Company shall be dissolved upon the first to occur of the following: (a) Xxxxx 0, 0000, (x) the written consent of the Member, (c) an entry of a decree of judicial dissolution pursuant to section 17351 of the Act, or (d) any other event that requires or causes dissolution of the Company under the Act.
Term; Dissolution. The term of this agreement shall be for school years 2021-2022 and 2022-2023. The agreement shall be continuous following the first two-year agreement unless an application for dissolution is submitted. Requests to dissolve cooperative sponsorships of activities must be submitted to the MSHSL any time prior to the first day of practice for that sport season to be considered for the following year. If the early dissolution of the agreement is not approved, the combined program must be offered cooperatively or not at all during the remaining term of the agreement.
Term; Dissolution. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with this Section 9. The Company shall dissolve, and its affairs shall be wound up, upon the agreement of the Members. Upon dissolution of the Company, the Manager shall sell or distribute all or a portion of the assets of the Company and distribute to the Members pro rata in accordance with their respective Percentage Interests and/or distribute the assets of the Company (subject to the terms of the Management Agreement), subject to the liabilities, to the Members pro rata in accordance with their respective Percentage Interests.
Term; Dissolution. 31 3.1 TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31 3.2 DISSOLUTION. . . . . . . . . . . . . . . . . . . . . . . . . . .31 3.3 BANKRUPTCY OF A LIMITED PARTNER. . . . . . . . . . . . . . . . .32 ARTICLE IV
Term; Dissolution. (a) The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or Members or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member shall not cause the Member 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.
(c) 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.
(d) 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 (including the Obligations), 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.
Term; Dissolution. The Company shall have a perpetual existence beginning on the date that the Articles of Organization were filed with the Secretary of State of the State of Florida and shall continue in existence perpetually until the Company is dissolved in accordance with the provisions of Article VII.
