Termination Liquidation. Termination by Mutual Written Consent................................. A-41 12.2. Termination by Parent or Investor..................................... A-41 12.3. Termination by Parent................................................. A-42 12.4. Termination by Investor............................................... A-42 12.5. Termination Following Closing......................................... A-42 12.6. Effect of Termination................................................. A-42 ARTICLE 13. GENERAL 13.1. Definitions........................................................... A-43 13.2. Efforts to Proceed Promptly........................................... A-48 13.3. Maintenance of Business............................................... A-49 13.4. Notices............................................................... A-49 13.5. Specific Enforcement.................................................. A-50 13.6. Severability.......................................................... A-50 13.7. Entire Agreement...................................................... A-50 13.8. Amendment; Waiver..................................................... A-50 13.9. Headings; References.................................................. A-50 13.10. Expenses.............................................................. A-50 13.11. Counterparts.......................................................... A-51 13.12. Governing Law......................................................... A-51 13.13. Public Announcement................................................... A-51 13.14. No Third Party Beneficiaries.......................................... A-51 Exhibit A Governance Agreement Exhibit B LLC Operating Agreement Exhibit C 1. Domestic and International Distribution Agreements 2. Studio Facilities Agreement 3. Ancillary Business Agreements 4. International Joint Venture Agreement 5. Transition Services Agreement
Termination Liquidation. The Board of Directors may decide to terminate the present Agreement at any time with the vote of at least two-thirds of the Members representing at least three-fourths of the total votes. Upon termination of this Agreement, the Board of Directors shall instruct the Administrator to distribute among the Members the amount of the balance of the Program resources on the date of termination. Said amount, or the liquidation value of the Fund, shall be equal to the net value of the Fund’s assets once all known liabilities and claims have been assessed. It shall be distributed in relation to the proportional votes held by each Member upon approval of the termination of the Agreement, or at the time of withdrawal from the Program in accordance with the provisions of Section 5 of Article VII.
Termination Liquidation. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right to (i) accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, transactions between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. If the Non-Defaulting Party elects to liquidate and terminate, it shall calculate, in a commercially reasonable manner, the aggregate amount of gains, losses and costs that such Non-Defaulting Party incurs as a result such election (the “Termination Payment”). The Termination Payment shall be due to or due from the Non-Defaulting Party as appropriate. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business days after receipt of notice.
Termination Liquidation. Of The Association
Termination Liquidation of the Association
1. The Association may be terminated or liquidated:
a) by the unanimous decision of the JMC. b) upon achieving the purpose of the Association. c) upon expiration of the term for which the Association was established.
2. Upon termination of the Association the property acquired by joint activity is divided equally among the Association Members. The division will be made no later than sixty days from the date of termination of the Association and will be made by NG. NG shall have the right to buy out the share of DIPC first, for the market value.
Termination Liquidation. In the event that Borrowers are in default under the Agreements, Lender may, in its sole discretion, declare a default, and may, in its sole discretion take such action, including, without limitation liquidation of the Collateral. In the event of such liquidation, or if at any time the Agreements are terminated, until the Liabilities (as that term is defined in the Loan Agreement) are paid in full, all Collections received shall be applied: (a) first to the payment of expenses; (b) second to Lender in the aggregate amount of compensation (i.e., all fees and interest) payable under the Agreements; (c) third, to the unpaid balance of Lender's Advances pursuant to the Agreements; (d) fourth, to a reserve to be held by Lender, an amount equal to all outstanding L/C's and L/C Guaranties to be held by Lender (along with any actual interest accruing thereon) until such time as all obligations under such L/C's and/or L/C Guaranties have been satisfied or terminated; (e) fifth, to the unpaid balance of Participant's Investment; and (f) sixth, in accordance with applicable law.
Termination Liquidation. 28 Section 9.1 Term of Agreement ..............................................................................28 Section 9.2 Termination by Unanimous Consent ...............................................................28 Section 9.3 Termination on Bankruptcy or Liquidation .......................................................28 Section 9.4 Liquidation ....................................................................................29
Termination Liquidation. Upon termination of this Contract, all of the rights and obligations hereof shall terminate except any claim of any Party against any other Party for economic loss sustained by reason of a breach of this Contract, which shall survive such termination. In the event that either SIE or GTS gives notice pursuant to Article I (1) or VI of this Contract of its desire to terminate this Contract, the other shall have the right to make an offer to purchase the interest of the Party giving notice and shall inform the Party giving notice whether or not it chooses to exercise such right within sixty (60) days. If such Party chooses not to exercise such right or if the other Party does not accept the terms of the offer to purchase, the Board of Directors shall immediately take steps to dissolve the JVC and liquidate its assets in accordance with relevant PRC laws and regulations. After payment of third party claims and the setting aside of such reserves as are required by applicable laws and regulations, the balance of the proceeds shall be distributed to the Parties, first to repay any loans owed by the JVC to the Parties, and then to the Parties according to the proportion of their contributions to the Registered Capital.
Termination Liquidation. Term. This Contract is effective upon signature of all the Members, and ends once the Feasibility Study is expired. The Feasibility Study expires on [date], unless extended to a later date by the Operator under the Programme Rules.
Termination Liquidation. 50 12.1. Termination by Mutual Written Consent......................... 50 -iii- 5
