Winding Down Sample Clauses

Winding Down. From and after the sixth anniversary of the Company’s formation, unless the Capital Members otherwise mutually agree or unless the Company has previously been dissolved, the Members shall cooperate in the marketing and sale of all or substantially all of the assets or outstanding Company Interests, or any other similar transaction to potentially interested third parties, such that the Company can be formally liquidated prior to the end of its stated term.

Winding Down. This Article 15 shall survive termination of this Agreement, for the purpose of monitoring, and otherwise coordinating with respect to, the matters contemplated in Section 14.2, and shall thereafter terminate when the obligations of the parties under Section 14.2 have been fulfilled.

Winding Down. To the extent not prohibited by Applicable Law, the Parties shall wind down any clinical trials that are underway in respect of the terminated Collaboration Product and/or Unilateral Product, taking into account the health and safety of the subjects enrolled therein and Good Clinical Practice. In the event that a Party is Commercializing Collaboration Products and/or Unilateral Products under this Agreement, and in accordance with the foregoing provisions of this Section 16.3, a license is terminated then such Party shall be entitled to, and the licenses shall be deemed to survive to the extent necessary for such Party to wind down the activities in an orderly manner, including the right to sell off inventory, but in no event for a period longer than six (6) months from the effective date of termination.

Winding Down. Biosource may, in its discretion, engage in an orderly wind-down of the Research Services, including the reassignment of the scientists devoted thereto, during the last six (6) months of the Research Collaboration. Biosource shall absorb all of its own costs of winding down the Research Collaboration.

Winding Down. The winding down shall be negotiated between the Commission and EIF in good faith but in any case should be no later than 31 December 2033. Discussions on the practical arrangements should be in place at the latest on 30 June 2033.

Winding Down. 19.1 In the event that this Agreement is terminated (whether by effluxion of time or by notice of termination) the Partners agree to co-operate to ensure an orderly wind down of their joint activities as set out in this Agreement with the minimum disruption to service users.

Winding Down. 3.1 Listed below are the steps Vendor will take to assist Purchaser in taking over the Professional Services, or in transitioning such work to another vendor, in the event of termination of the Statement of Work.

Winding Down. After a dissolution event, participation Continue only for the purposes of winding down its affairs in an orderly manner, liquidating its assets and meeting the claims of its creditors and partners. No partner shall take any action that is uncoordinated, or not necessary or appropriate for, winding down businesses and partnership affairs. The managing partner shall be responsible for overseeing the winding down and liquidation of the partnership and shall have a full account of the liabilities of the partnership and the property, and the property shall be as promptly as consistent with the obtaining of its fair value of liquidation, and the proceeds, sufficiently for it, shall be applied and distributed in the following order: (a) first, to pay and discharge all debts and liabilities of the partnership to creditors other than the partners; And drain all debts and partnership liabilities to partners. and (c) balance, if any, to colleagues in accordance with their capital accounts, after giving effect to all partnerships, distributions and allocations for all periods. The managing partner shall not receive any additional compensation for any services performed under this Section 11. 11.3

Winding Down. Upon the occurrence of an Event of Termination, the Joint Venture shall be liquidated and wound down as soon as practicable. In connection with the liquidation and winding-up of the Joint Venture, and with reference to the allocation of assets and liabilities set forth in Section 9 hereof, FIND shall proceed with the liquidation of all of the assets of the Joint Venture and shall apply and distribute the proceeds of such sale or liquidation in the following order of priority, unless otherwise required by mandatory provisions of applicable Law: (a) first, to pay (or to make provision for payment of) all expenses of the liquidation in satisfaction of all obligations of the Joint Venture for such expenses of liquidation; (b) second, to pay (or to make provision for the payment of) any creditors of the Joint Venture (including any Co-Venturer who is then a creditor of the Joint Venture) in the order of priority provided by applicable Law or otherwise, in satisfaction of all debts, liabilities or obligations of the Joint Venture due such creditors; (c) third, to the establishment of any reserve which FIND may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Joint Venture, including any Joint Venture reserves that may have already been set aside (such reserve to be paid over by FIND to an escrow agent acceptable to NANOTECH, and to thereafter to be held for disbursement in payment of any of the aforementioned liabilities and, at the expiration of such period as shall be deemed advisable by the Joint Venture [through FIND, acting on its behalf] in its discretion for distribution of the balance in the manner hereinafter provided in this Section 16.2); and (d) fourth, after the payment (or the provision for payment) of all Indebtedness of the Joint Venture in accordance with each of the clauses above, to the Co-Venturers or their legal representatives in accordance with the positive balances in their respective capital accounts, after taking into account all adjustments to capital accounts for all periods, no later than the end of the fiscal year in which the Event of Termination occurs or, if later, within ninety (90) days after the date of the liquidation of the Joint Venture.

Winding Down. 15.1 In the event that this Agreement is terminated (whether by effluxion of time or by notice of termination) the Parties agree to co-operate insofar as reasonably practicable to ensure an orderly wind down of their activities as set out in this Agreement.