Dissolution Agreement Sample Clauses

Dissolution Agreement. Subject to section 10.3 above, this Agreement and the Agency may be dissolved pursuant to a dissolution agreement approved by all Parties that provides for the dissolution of the Agreement and Agency, the utilization, distribution, transfer and assignment of the funds, assets and property (including any completed or partially constructed Project Facilities) of the Agency, and the transfer and assignment of the rights, liabilities and obligations of the Agency. If, at the time of dissolution, the Agency has completed any Project Facility, then the dissolution agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations to continue the operation and maintenance of the Project Facility or Facilities. The dissolution agreement also must provide for the transfer and assignment of the Agency water right permits and licenses or contracts to the Parties or a responsible successor entity that will hold, maintain and exercise the permit or license for the benefit of the Project Participants. Any such water right transfer and assignment would be subject to approval by the State Water Resources Control Board, if required. If, at the time of dissolution, the Agency is a party to a water supply agreement with Alta ID, then the dissolution agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations under the Alta ID water supply agreement. Upon dissolution of the Agency pursuant to a dissolution agreement approved pursuant to this section, the funds, assets, property, rights, liabilities and obligations of the Agency shall be utilized, distributed, transferred and assigned as provided by the dissolution agreement.
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Dissolution Agreement. Should a dissolution occur, the parties agree to negotiate and enter into an agreement regarding dissolution of the Joint Venture operations, products and markets.
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Dissolution Agreement. Notwithstanding anything to the contrary in this LLC Agreement, if a Member or Members owning Voting Units which in the aggregate constitute not less than 75% of the outstanding Voting Units vote to dissolve the Company at a meeting of the Company pursuant to Article VII, then all of the Members shall agree in writing to dissolve the Company as soon as possible (but in any event not more than 10 days) thereafter.
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Dissolution Agreement. This Agreement will not affect, modify or assign the allocation of liability provisions or the indemnification provisions set forth in Article IV and V of that certain Agreement for the Dissolution of Joint Venture (the "Dissolution Agreement") dated February 7, 1996, among DLB Acquisition, L.L.C., DLB Oil & Gas, Inc., Magic Circle Acquisition Corporation and Carmen Field Limited Xxxtnership. Such liabilities will remain with the party allocated such obligations under the Dissolution Agreement.
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Dissolution Agreement. Seller shall use its best efforts to sell or otherwise dispose of all of its material assets other than the Assets in a commercially reasonable and orderly fashion and shall promptly thereafter commence the dissolution of Seller and the distribution of the net proceeds to the shareholders of Seller in accordance with applicable state law. To the extent that such liquidation takes place prior to payment in full under the Notes, Seller agrees to take all necessary steps to establish a liquidating trust or other similar mechanism under which the net proceeds of any payments received under the Notes shall be paid directly to the shareholders of Seller. The Buyer has represented to the Seller that the agreement of the Seller to distribute to its shareholders the net proceeds of the transactions contemplated by this Agreement is a material inducement to the Buyer entering into and performing this Agreement. Seller's obligations pursuant to this covenant shall survive the Closing.
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Dissolution Agreement. PCEC shall perform its obligations as set forth in the Dissolution Agreement.
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Dissolution Agreement. Subject to section 10.3 above, this Agreement and the Agency may be dissolved pursuant to a dissolution Agreement approved by all Parties that provides for the dissolution of the Agreement and the Agency, the utilization, distribution, transfer and assignment of the funds, assets and property (including any completed or partially constructed the Project Facilities) of the Agency, and the transfer and assignment of the rights, liabilities and obligations of the Agency. If, at the time of dissolution, the Agency has completed theany Project Facility, then the dissolution Agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations to continue the operation and maintenance of the Project Facility or Facilities. The dissolution Agreement also must provide for the transfer and assignment of the Agency water supplyright permits and licenses or contracts to the Parties or a responsible successor entity that will hold, maintain and exercise contractthe permit or license for the benefit of the Project Pparticipants. If, at the time of dissolution, the Agency is a party to a water supply Agreement with Alta ID, then the dissolution Agreement also must provide for one of the Parties or a responsible successor entity to assume the rights, liabilities and obligations under the Alta ID water supply Agreement. Upon dissolution of the Agency pursuant to a dissolution Agreement approved pursuant to this section, the funds, assets, property, rights, liabilities and obligations of the Agency shall be utilized, distributed, transferred and assigned as provided by the dissolution Agreement.
Sample 1
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Dissolution Agreement. This is the document by which partners dissolve the partnership – If in a manner not called for by the agreement, then all partners must consent • The agreement should contain: – Identification of all parties involved – Statement that the partnership is being dissolved – Agreement to liquidate the partnership assets and the manner in which that will be done – Execution of the agreement by all partners Legal Document Preparation Class 6 Slide 9
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Related to Dissolution Agreement

  • Contribution Agreement The Agent shall have received an executed counterpart of the Contribution Agreement.

  • Distribution Agreement Oculus has entered into a mutually acceptable agreement with UABRF regarding the distribution of any and all consideration to be paid by Fluidigm in connection with the transactions contemplated by this Agreement.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.

  • Operating Agreement You haves received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, and, that upon acceptance of this Agreement by the Company, you will become a member of the Company as a holder of Shares. When this Agreement is countersigned by the Company, the Operating Agreement shall be binding upon you as of the closing date.

  • Transition Agreement On the Closing Date, Seller and Buyer shall execute the Transition Services Agreement, attached as Exhibit F to this Agreement, in which Seller shall agree to provide transition services to Buyer with respect to the Assets.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Incorporation of Separation Agreement Provisions The following provisions of the Separation Agreement are hereby incorporated herein by reference, and unless otherwise expressly specified herein, such provisions will apply as if fully set forth herein (references in this Section 14.7 to an “Article” or “Section” will mean Articles or Sections of the Separation Agreement, and references in the material incorporated herein by reference will be references to the Separation Agreement): Article IV (relating to Further Assurances; Additional Information); Article V (relating to Release; Indemnification; and Guarantees); Article VI (relating to Exchange of Information; Litigation Management; Confidentiality); Article VII (relating to Dispute Resolution); and Article VIII (relating to Miscellaneous).

  • Transaction Agreement The execution and delivery of each Confirmation between the Seller and the Purchaser shall be an agreement between such parties to the effect that, with respect to the Primary Portfolio described therein, and subject to the terms hereof and thereof, (i) the Seller shall sell, and the Purchaser shall purchase, on the Transaction Settlement Date all of the Seller’s right, title and interest in and to the Primary Portfolio Excess Spread and all proceeds thereof and the Secondary Portfolio Excess Spread and all proceeds thereof, all in exchange for the payment of the Transaction Purchase Price, and (ii) each party shall perform its duties under this Agreement as supplemented and amended by such Confirmation.

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