Default Dissolution Sample Clauses
Default Dissolution. A Non-Defaulting Partner may give notice to a Defaulting Partner dissolving the Joint Venture upon the occurrence of any one of the following events with respect to the Defaulting Partner or its Parent Entity, as the case may be, (unless there is a Dispute with respect to whether a Default has occurred and such Dispute has not yet been resolved pursuant to the terms of this Agreement):
(a) any action or proceeding is commenced by the Defaulting Partner or its Parent Entity to wind up, dissolve, cancel its incorporation or otherwise terminate its corporate existence; or
(b) any action or proceeding is commenced against the Defaulting Partner or its Parent Entity which seeks or requires the winding up, dissolution, revocation or cancellation of its incorporation or other termination of its corporate existence unless the action or proceeding is defended or contested in good faith by the Defaulting Partner or its Parent Entity within 30 days of the commencement of the action or proceeding in a manner that stays the winding up, dissolution, revocation or cancellation of its incorporation or other termination of its corporate existence and is pursued diligently thereafter; or
(c) the agreement of the Defaulting Partner or its Parent Entity to sell, assign, transfer or otherwise dispose of the whole or any part of its Interest in the Joint Venture in contravention of the terms of this Agreement; or
(d) any Event of Default by the Defaulting Partner or its Parent Entity pursuant to Section 12.1, which has not been cured within the applicable cure period; or
(e) the Defaulting Partner or its Parent Entity becomes bankrupt or seeks relief by any proceedings of any nature under any laws of the United States or any state for the relief of debtors; or
(f) the appointment of a receiver, receiver-manager, trustee, custodian or like officer for all or a substantial part of the business or assets of the Defaulting Partner or its Parent Entity unless the appointment is defended or contested in good faith by the Defaulting Partner or its Parent Entity within 30 days of the commencement of the appointment in a manner that stays the appointment and is pursued diligently thereafter; or
(g) the institution against the Defaulting Partner or its Parent Entity of a proceeding under the Bankruptcy Reform Act of 1978, or any law of the United States now in existence or hereafter enacted having the same general purpose unless the proceeding is defended or contested in good faith by th...
Default Dissolution. The non-defaulting Party may elect to terminate and dissolve the Management Agreement in the event of a default, as specified below, by the other Party. The occurrence of any of the following events shall constitute a default by a Party: A Party or its Affiliate shall materially default in the observance or performance of any material agreement, covenant, or condition contained in this Agreement or in any material agreement with or relating to the Management Agreement, and such default shall continue to exist for a period of 30 days after the other Party or the Management Agreement gives such defaulting Party or its Affiliate written notice of such default; A representation or warranty made by the Party herein or in any Ancillary Agreement (or in any certificate or financial or other statement furnished by such Party to the other in connection therewith) or by the Party’s Affiliate in connection with this Agreement or any Ancillary Agreement shall prove to be false or misleading in any respect which would have a material adverse effect on the Management Agreement or the other Party, and remain uncured for a period of thirty (30) days after the other Party gives the Party or its Affiliate written notice of such default.
Default Dissolution. Pursuant to Section 8.2, the Partner giving notice of dissolution shall wind up the affairs of the Joint Venture in the manner hereinafter provided on behalf of the Partners.
Default Dissolution. Pursuant to Article 8.2, the Member giving notice of dissolution shall wind up the affairs of the Joint Venture in the manner hereinafter provided on behalf of the Members.
Default Dissolution. The non-defaulting Member may elect to terminate and dissolve the Joint Venture in the event of a default, as specified below, by the other Member. The occurrence of any of the following events shall constitute a default by a Member:
(a) A Member shall have defaulted in its obligation to make any capital contribution or to support financial commitments as required in Articles 2 and 3 hereof and such default shall continue to exist for a period of 30 days after the other Member gives such defaulting Member written notice of such default.
(b) A Member or its Affiliate shall materially default in the observance or performance of any material agreement, covenant, or condition contained in this Agreement or in any material agreement with or relating to the Joint Venture and such default shall continue to exist for a period of 30 days after the other Member or the Joint Venture gives such defaulting Member or its Affiliate written notice of such default;
(c) A representation or warranty made by the Member herein or in any Related Agreement (or in any certificate or financial or other statement furnished by such Member to the other in connection therewith) or by the Member’s Affiliate in connection with this Agreement or any Related Agreement shall prove to be false or misleading in any respect which would have a material adverse effect on the Joint Venture or the other Member and remain uncured for a period of thirty (30) days after the other Member gives the Member or its Affiliate written notice of such default;
(d) There is an entry of an order for relief or the institution of any proceedings of any nature under the laws of the United States or any state or any foreign country for relief of debtors wherein an Affiliated Member Corporation (or any parent thereof) is seeking relief as debtor; there is an appointment of a receiver, trustee, custodian or like officer for all or substantially all of the business or assets of such Affiliated Member Corporation (or any parent thereof) on the grounds of insolvency and either the Affiliated Member Corporation (or any parent thereof) has consented to such appointment, or such Affiliated Member Corporation (or any parent thereof) has failed to vacate or otherwise cause said appointment to be set aside within 60 days; or there is the institution against such Affiliated Member Corporation (or any parent thereof) of a proceeding under the Federal bankruptcy act or any law of the United States or other jurisdiction now in e...
Default Dissolution. 16 Section 4.1
Default Dissolution. The non-defaulting Party may elect to terminate and dissolve the Management Agreement in the event of a default, as specified below, by the other Party. The occurrence of any of the following events shall constitute a default by a Party: A Party or its Affiliate shall materially default in the observance or performance of any material agreement, covenant, or condition contained in this Agreement or in any material agreement with or relating to the Management Agreement, and such default shall continue to exist for a period of 30 days after the other Party or the Management Agreement gives such defaulting Party or its Affiliate written notice of such default; MANAGEMENT SERVICES AGREEMENT BY AND BETWEEN ENDLESSCORPORATION AND ENDLESS GROW, LLC 3 A representation or warranty made by the Party herein or in any Ancillary Agreement (or in any certificate or financial or other statement furnished by such Party to the other in connection therewith) or by the Party’s Affiliate in connection with this Agreement or any Ancillary Agreement shall prove to be false or misleading in any respect which would have a material adverse effect on the Management Agreement or the other Party, and remain uncured for a period of thirty (30) days after the other Party gives the Party or its Affiliate written notice of such default.
Default Dissolution. 11.1. Any default of the obligations of the Other Party under the Agreement shall give TenneT the right to:
a) require the Other Party as yet to fulfil the obligations within a reasonable period of time;
b) remedy or commission the remedy of the consequences of the default at the expense of the Other Party;
c) carry out the Agreement itself or commission a third-party to fulfil all or part of the Agreement at the expense and risk of the Other Party;
d) suspend its obligations under the Agreement, and/or
e) require full compensation, in each instance at the discretion of TenneT, without prejudice to its other rights in connection with the default and without being liable to the Other Party for payment of any form of compensation.
11.2. Without prejudice to its other rights, TenneT shall have the right to dissolve the Agreement in the interim, with immediate effect, in full or in part, through written notification of the Other Party, if:
a) the Other Party fails to fulfil, fulfil on time or fulfil properly its obligations under the Agreement and/or these General Conditions within a reasonable period of time after receiving written notice of default from TenneT;
b) a significant part of the assets of the Other Party are attached and the attachment is not lifted or annulled within thirty days of the attachment;
c) a petition has been filed for suspension of payments or debt remission, an application has been filed for bankruptcy, creditors have been offered a private settlement, the Other Party has been declared bankrupt in an irrevocable judgment or has been granted suspension of payments, or a request for debt remission has been granted;
d) the Other Party discontinues all or some of its activities, transfers its activities to a third party, if any change occurs in majority control of the Other Party and/or if licences and/or approvals required for its activities are cancelled.
11.3. Any and all debts the Other Party owes or may owe TenneT on dissolution of the Agreement shall be payable in full on demand.
Default Dissolution. The non-defaulting Party may elect to terminate and dissolve MCOA Lynwood in the event of a default, as specified below, by the other Party. The occurrence of any of the following events shall constitute a default by a Party:
(a) A Party or its Affiliate shall materially default in the observance or performance of any material agreement, covenant, or condition contained in this Agreement or in any material agreement with or relating to MCOA Lynwood, and such default shall continue to exist for a period of 30 days after the other Party or MCOA Lynwood gives such defaulting Party or its Affiliate written notice of such default;
(b) A representation or warranty made by the Party herein shall prove to be false or misleading in any respect which would have a material adverse effect on MCOA Lynwood or the other Party, and remain uncured for a period of thirty (30) days after the other Party gives the Party or its affiliate written notice of such default;
(c) There is an entry of an order for relief or the institution of any proceedings of any nature under the laws of the United States or any state or any foreign country for relief of debtors wherein an Party is seeking relief as debtor; there is an appointment of a receiver, trustee, custodian or like officer for all or substantially all of the business or assets of such Party on the grounds of insolvency and either the Party has consented to such appointment, or has failed to vacate or otherwise cause said appointment to be set aside within 60 days; or there is the institution against such Party of a proceeding under the Federal bankruptcy act or any law of the United States or other jurisdiction now in existence or hereinafter enacted having the same general purpose which proceeding is not dismissed or discharged within 60 days after the institution thereof.
Default Dissolution