Term Termination and Liquidation Sample Clauses

Term Termination and Liquidation. The term of the JV Company (the “Term”) shall be thirty (30) years commencing from the issuance of the Business License. Subject to complying with Applicable Laws, upon the recommendation of the Board of Directors, the Parties may apply, at least six (6) months prior to the expiry of the Term, to the original examining and approving authorities of the JV Company for an extension of the Term.
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Term Termination and Liquidation. The term of the joint venture shall be twenty (20) years, which shall be calculated from the date of issue of the business license of the joint venture company. With the consent of both parties and the unanimous consent of the board of directors, the joint venture company may submit an application for the extension of its term to the original approving authorities six (6) months prior to the expiry of its term.
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Term Termination and Liquidation. 45. The operation term of the Company shall be 10 years, commencing from issuance of the Business License. 46. If the Parties agree to extend the term, the Board shall make a resolution. A written application shall be submitted to the Approval Authority for approval no less than six (6) months prior to the expiration of the term. The term can be extended with the approval and modification procedures shall be handled with the Approval Authority. 47. If the Parties believe that the termination of the contract conforms to best interest of the Parties, they can terminate the contract in advance. In the event that the Company terminates the contract in advance, the termination shall be determined by the general meeting of the directors and reported to the original Approval Authority for approval. 48. Any Party is entitled to terminate this contract in event of occurrence of following. 49. If term expires or the contrat is terminated in advance, the Board of Directors shall submit the procedures, principles of liquidation and candidates of an liquidation committee so as to establish the liquidation committee to conduct liquidation over the Company’s assets. 50. The duties of liquidation committee shall be conducting a thorough investigation agaisnt the Company’s assets, debts and credits, providing a balance sheet and list of Company assets and drafting a liquidation plan. The liquidation committee shall present the same to the Board of Directors for approval. 51. During the period of liquidation, the liquidation committee shall represent the Company in initiating and responding to legal actions. 52. The liquidation fee and the salary for the liquidation committee members shall be reserved from existing assets of the Company and shall enjoy priority in terms of payment. 53. After the liquidation committee pay all outstanding debts of the Company, the remaining properties shall belong to Party A. 54. After the liquidation is completed, the Company shall report to the Approval Authority and handle the cancellation registration with the original registration authority, returning the Business License as well as making a public annoucement. 55. After the Company is terminated, all the account books shall be preserved by Party A.
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Term Termination and Liquidation. 19.1 This Agreement shall remain in full force and effect with respect to each Party until such time as: (a) the Company becomes wholly owned by one Shareholder or all of the Shares are sold and transferred to a third party; (b) the Shipbuilding Contracts and/or the Time Charterparties is terminated in accordance with their terms; (c) this Agreement is terminated in accordance with its terms; or (d) the Company is dissolved or liquidated, whichever occurs earlier. 19.2 The termination of this Agreement/or the winding-up of the Company shall not prejudice or affect any rights or liabilities of any of the Shareholders arising prior to such termination. 19.3 This Clause and Clauses 1, 17.4, 17.7, 22, 23, and 24 of this Agreement shall survive termination until five (5) years (and ten (10) years in respect of Clause 17.4) elapsed from the termination of this Agreement. 19.4 Clause 21 of this Agreement shall survive termination without limit of time. 19.5 In addition to Clauses 16.4 and 18.8, any Shareholder may, without prejudice to its other rights and remedies under this Agreement, call for the winding-up of the Company upon sale of the Vessels for distribution of proceeds. 19.6 In the case of winding-up of the Company, the Shareholders shall and procure that the Company shall ensure that: (a) the Company does not enter into any new contractual obligations; (b) the Company is dissolved and its assets upon realisation (including sale of the Vessels) are distributed to the Shareholders in the Relevant Proportion as soon as practical; and (c) any proprietary information or intellectual property rights (if any) belonging to or originating from a Shareholder must be returned to it by the other Shareholders or the Company and all such proprietary information or intellectual property rights must be erased from the computer systems (to the extent possible) of the Company and the Shareholders who are returning it.
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Term Termination and Liquidation 
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Related to Term Termination and Liquidation

  • Termination and Liquidation Section 9.01.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Termination Liquidation and Merger 51 SECTION 9.1. Dissolution Upon Expiration Date....................................................51 SECTION 9.2.

  • Dissolution and Liquidation (Check One)

  • Liquidation and Termination On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Dissolution Winding Up and Termination Upon the occurrence of a liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which they may deem necessary or desirable to wind up the Partnership's affairs, having for such purpose all the powers referred to and provided for in Article VI appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partner may designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership's assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.

  • Dissolution and Termination of Trust (a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 9.4. (b) Notwithstanding anything in Section 9.5 to the contrary, the Trustees may without Shareholder approval (unless such approval is required by the 1940 Act) in dissolution of the Trust or any Class, liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable law, including, without limitation, (i) sell and convey all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series thereof; or (ii) at any time sell and convert into money all of the assets of the Trust or any Class. Following a sale or conversion in accordance with the foregoing sub-Section 9.4(b)(i) or (ii), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets allocated to that Class over the liabilities allocated to such Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust (in the case of a sale or conversion with respect to the Trust) or any affected Class shall terminate and the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

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