Common use of Default Dissolution Clause in Contracts

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 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. The non-defaulting Member Party may elect to terminate and dissolve the Joint Venture in the event of a default, as specified below, by the other MemberParty. The occurrence of any of the following events shall constitute a default by a MemberParty: (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 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 Joint Venture Venture, and such default shall continue to exist for a period of 30 sixty (60) days after the other Member Party or the Joint Venture gives such defaulting Member Party or its Affiliate written notice of such default; (cb) A representation or warranty made by the Member Party herein or in any Related Ancillary Agreement (or in any certificate or financial or other statement furnished by such Member Party to the other in connection therewith) or by the MemberParty’s Affiliate in connection with this Agreement or any Related Ancillary 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 Party, and remain uncured for a period of thirty sixty (3060) days after the other Member Party gives the Member Party or its Affiliate written notice of such default; (dc) 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) 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 Affiliated Member Corporation (or any parent thereof) Party on the grounds of insolvency and either the Affiliated Member Corporation (or any parent thereof) Party 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) 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. (d) Upon such dissolution, the brands outlined in Appendix A shall remain the property of Caliwanna and the Caliwanna Owners.