Termination Dissolution and Liquidation Sample Clauses

Termination Dissolution and Liquidation. 18.1 Any Party not in breach of this Contract may terminate (the “Terminating Party”) this Contract with immediate effect by written notice to the Company and the other Party if any of the following events occurs: (a) A Party breaches any substantial provision of this Contract, and - the breach threatens to render the Company incapable of continuing its operations; or - the breach infringes upon a significant right of the complaining Party; and the breaching Party fails to make good such breach within 120 (One Hundred and Twenty) days of receiving written notice of the breach from the complaining Party; (b) A Party is permanently or for an unforeseeable period of time prevented from fulfilling its obligations under this Contract; (c) A Party undergoes bankruptcy, liquidation or reorganization proceedings or any other insolvency proceedings filed or commenced against it in a court of law or by a public authority, or has voluntarily filed for bankruptcy or has had involuntarily filed against it a bankruptcy petition, which is not dismissed within 60 (Sixty) days; (d) A Party has become insolvent or faces a substantial deterioration in the actual or imminent value of its assets; (e) A Party has an order entered against it either appointing a receiver or trustee for, or issuing a levy attachment against, a substantial portion of its assets, and without such order being vacated, set aside or stayed within 60 (Sixty) days; (f) A Party has its equity in the Company seized by a creditor or assigns its equity for the benefit of its creditors; (g) A Party is dissolved; (h) The accumulated losses of the Company exceed half of the registered capital; (i) The Parties decide to terminate this Contract as stipulated in Article 20 of this Contract. If this Contract is terminated due to the acts or omissions of a Party (the “Default Party”), pursuant to (a), (b), (c), (d), (e), (f) and (g), the Party not in default (“Terminating Party”) shall have the following choices: (1) If so requested by the Terminating Party in writing, the Default Party shall sell all of its interest in the registered capital of the Company to the Terminating Party within 90 (Ninety) days of the written request. Should the Default Party refuse to confirm agreement to sell all of its interest in the registered capital of the Company to the Terminating Party within 28 (Twenty Eight) days after written request, the Terminating Party shall be entitled to either: a. commence proceedings to compel the Def...
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Termination Dissolution and Liquidation. 15.01. Termination
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Termination Dissolution and Liquidation. OF THE PARTNERSHIP 16 9.1 Events of Dissolution 16 9.2 Liquidation 16 9.3 Election of Liquidating Trustee 17 9.4 Statements 17 AMENDMENT OF THE AGREEMENT 18 10.1 Amendments by General Partner 18 10.2 Other Amendments 18 POWER OF ATTORNEY 18 11.1 Appointment of General Partner as Attorney 18 11.2 Power of Attorney Irrevocable 19 11.3 Survival of Power of Attorney on Transfer 19 DEFINITIONS, TAX PROVISIONS 20 12.1 Definitions 20 12.2 Tax Provisions 21 MISCELLANEOUS 26 13.1 Notices 26 13.2 No Partition of Partnership Property 26 13.3 Governing Law 26 13.4 Counterparts 26 13.5 Gender; Captions 27 13.6 Entire Agreement 27 13.7 Provisions Severable 27 13.8 Binding Agreement 27
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Termination Dissolution and Liquidation. Section 9.1 Term and Extension 30 Section 9.2 Withdrawals, Termination and Dissolution 30 Section 9.3 Liquidation Procedures 31
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Termination Dissolution and Liquidation. 15.1 The Partnership Enterprise shall be terminated and liquidated in any of the following circumstances: (1) The partnership duration of the Partnership Enterprise expires and is not extended; (2) All Partners decide to dissolve the Partnership Enterprise with a unanimous consent; (3) The number of Partners has been less than a quorum for thirty (30) days; (4) The Partnership Enterprise has its business license revoked, or is ordered to close down or canceled; (5) The Fund Manager is dissolved, canceled or declared bankrupt according to law; and (8) Other circumstances specified by laws and regulations.
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Termination Dissolution and Liquidation. (a) This Agreement shall terminate, and the Partnership shall be dissolved and its assets liquidated, upon the happening of any of the following events: (i) The dissolution of the Partnership as a matter of law; or (ii) The election in writing by a majority-in-interest of the Partners. (b) Upon the death, insolvency, bankruptcy, retirement, or other incapacity of a Partner, or any other event of withdrawal of a Partner, the Partnership shall continue under the management of the remaining Partner(s). (c) Upon the dissolution of the Partnership, the Partners shall take, or cause to be taken, a full accounting of the Partnership’s assets and liabilities as of the date of such dissolution and shall treat such dissolution date as a Revaluation event and, subject to continuing the business of the Partnership for the purpose of winding up its affairs, the Partners shall proceed with reasonable promptness to distribute or liquidate the Partnership’s assets and to terminate its business. The value of any such assets distributed and/or cash proceeds from such liquidation shall be applied in the following order: (i) First, to the payment of all debts and other obligations and liabilities of the Partnership (excluding therefrom the principal and accrued interest on all of the then outstanding loans made by the Partners to the Partnership) and to the necessary expenses of liquidation thereof; (ii) Second, to the pro rata payment of principal and accrued interest on all outstanding loans made by the Partners to the Partnership; and (iii) Third, all remaining proceeds to the Partners pro rata in accordance with their Capital Accounts (which shall have been adjusted for all allocations pursuant to Section 10). Each Partner shall look solely to the assets of the Partnership for the return of its capital contributions to the Partnership and, if the assets of the Partnership remaining after the payment and discharge of the debts and liabilities of the Partnership are insufficient to return such capital contributions, there shall be no recourse therefor against any other Partner. (d) Upon compliance with the foregoing plan of liquidation and distribution, the Partners shall execute all documents required upon termination of the Partnership.
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Termination Dissolution and Liquidation 
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Related to Termination Dissolution and Liquidation

  • Termination and Liquidation Section 9.01.

  • Dissolution and Liquidation (Check One)

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

  • Liquidation; Dissolution; Bankruptcy (a) Upon any payment by the Company or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made by the Company on account of the principal or interest on the Debentures; and upon any such dissolution or winding-up or liquidation or reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the holders of the Debentures or the Trustee would be entitled to receive from the Company, except for the provisions of this Article XVI, shall be paid by the Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, or by the holders of the Debentures or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Company (pro rata to such holders on the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness, before any payment or distribution is made to the holders of Debentures or to the Trustee. (b) In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of such Senior Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, and their respective interests may appear, as calculated by the Company, for application to the payment of all Senior Indebtedness of the Company, as the case may be, remaining unpaid to the extent necessary to pay such Senior Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the benefit of the holders of such Senior Indebtedness. (c) For purposes of this Article XVI, the words "cash, property or securities" shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in this Article XVI with respect to the Debentures to the payment of all Senior Indebtedness of the Company, as the case may be, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new corporation, if any, resulting from any such reorganization or readjustment; and (ii) the rights of the holders of such Senior Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment. The consolidation of the Company with, or the merger of the Company into, another corporation or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another corporation upon the terms and conditions provided for in Article XII shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 16.3 if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XII. Nothing in Section 16.2 or in this Section 16.3 shall apply to claims of, or payments to, the Trustee under or pursuant to Section 9.7.

  • Liquidation, Dissolution or Winding Up (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received an amount equal to $1,000 per share of Series A Participating Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph (C) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior Participating Preferred Stock and Common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • 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.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (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 as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

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