Closing of Affairs. In the event of the cancellation of the Company for any reason, and in the absence of an election to continue the business of the Company, the Board shall commence to close the affairs of the Company, to liquidate its investments and to terminate the Company. The Board shall have full right and unlimited discretion to manage the business of the Company during the period of closing the affairs of the Company and to determine the time, manner and terms of any sale or sales of Company property pursuant to such liquidation.
Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, the Management Committee shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee may reasonably determine to be appropriate, provided, however, that no distribution of any Partnership property shall be made to any of the Partners (except for PRO RATA distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership's property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership.
Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership.
Closing of Affairs. In the event of the dissolution of the ------------------ Company for any reason, and in the absence of an election to continue the business of the Company, an independent liquidator (the "Liquidator") selected by a Majority of the Members remaining shall commence to close the affairs of the Company, to liquidate its investments and to terminate the Company. The Liquidator shall act as a fiduciary to the Company and shall have full right and unlimited discretion to manage the business of the Company during the period of closing the affairs of the Company and to determine the time, manner and terms of any sale or sales of Company property pursuant to such liquidation. Upon complete liquidation of the Company's property and compliance with the distribution provisions set forth in Section 11.4 hereof, the Company shall cease to be such and the Liquidator shall execute, acknowledge and cause to be filed all certificates necessary to terminate the Company.
Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason prior to December 25, 2012 (or, if Gannett has made the Gannett CNP Contribution, prior to seven years and one day after the CNP Contribution Date), and in the absence of an election pursuant to Sections 10.1(b) or 10.2 hereof to continue the business of the Partnership, the Dissolution Committee shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Dissolution Committee may reasonably determine to be appropriate, provided, however, that no distribution of any Partnership property shall be made to any of the Partners (except for in kind distributions pursuant to Section 10.4(b) hereof, which Section shall apply to any Dissolution Event occurring after December 25, 2012 or, if Gannett has made the Gannett CNP Contribution, any Dissolution Event occurring at any time subsequent to seven years and one day after the CNP Contribution Date) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Dissolution Committee shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership.
Closing of Affairs. (a) Upon the occurrence of a Dissolution Event, the Partners will meet and use their best efforts to develop a just and equitable plan for discontinuing and dissolving the Partnership and distributing its assets in kind between the Partners (after collection of all receivables and payment of all indebtedness and liabilities of the Partnership and all costs of dissolution and liquidation), in accordance with their respective Percentage Interests in the Partnership, so as to enable the Partners to resume separate publication of THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS, respectively, as independent businesses (a "Distribution Plan"). If the Partners agree on a Distribution Plan, the assets of the Partnership shall be distributed in accordance with the Distribution Plan, all licenses granted by the Partners shall automatically expire and terminate, and the Partnership shall thereupon be dissolved. Except as provided in the Distribution Plan and upon effective distribution of assets by the Partnership pursuant thereto, no Partner shall have any separate right, title or interest in or to any asset of the Partnership.
Closing of Affairs. If both this Partnership Agreement and the Management Agreement terminate upon expiration of their term, including any renewals thereof, or in the absence of an election pursuant to Section 7.2(c) to continue the business of the Partnership, then:
Closing of Affairs. (a) Except as otherwise contemplated in this Agreement, upon the occurrence of a Dissolution Event, the Members will meet and use their best efforts to develop a just and equitable plan for discontinuing and dissolving the Company and, to the extent both Members then continue to own and publish their respective newspapers (The Salt Lake Tribune and Deseret Morning News), for distributing the Company’s assets in kind between the Members (after collection of all receivables and payment of all indebtedness and liabilities of the Company and all costs of dissolution and liquidation), so as, to the extent practicable, to enable the Members to continue publication of The Salt Lake Tribune and Deseret Morning News, respectively, independently of the Company (a “Distribution Plan”), in the manner set forth in Section 13 of the Salt Lake JOA. If the Members agree on a Distribution Plan, the assets of the Company shall be distributed in accordance with the Distribution Plan, and the Company shall thereupon be dissolved. Except as provided in the Distribution Plan and upon effective distribution of assets by the Company pursuant thereto, no Member shall have any separate right, title or interest in or to any asset of the Company.
Closing of Affairs. In the event of the dissolution of the Partnership for any reason, an unrestricted, royalty-free copy of each product of the Partnership shall be given to each Partner, and in the absence of an election to continue the business of the Partnership, an independent chartered accountant (the "Accountant") selected by unanimous consent of the remaining Partners shall commence to wind-up the Partnership, to wind-up its investments and to terminate the Partnership. The Accountant shall act as a fiduciary to the Partnership and shall have full right and unlimited discretion to manage the business of the Partnership during the period of closing the affairs of the Partnership and to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such action. Upon complete realization and settlement of the Partnership property and compliance with the distribution provisions set forth in Section 12.4 hereof, the Partnership shall cease to be such and the Accountant shall execute, acknowledge and cause to be filed all returns and certificates necessary to terminate the Partnership and to give notice thereof.
Closing of Affairs. 29 ARTICLE XI AMENDMENT TO AGREEMENT ARTICLE XII INDEMNIFICATION
