DISSOLUTION AND LIQUIDATION    62 Sample Clauses

DISSOLUTION AND LIQUIDATION    62. Section 13.1 Dissolution 62 Section 13.2 Winding Up 63 Section 13.3 Capital Contribution Obligation 64 Section 13.4 Compliance with Timing Requirements of Regulations 64 Section 13.5 Deemed Distribution and Recontribution 65 Section 13.6 Rights of Limited Partners 65 Section 13.7 Notice of Dissolution 65 Section 13.8 Cancellation of Certificate of Limited Partnership 65 Section 13.9 Reasonable Time for Winding-Up 66 Section 13.10 Waiver of Partition 66 ARTICLE 14. AMENDMENT OF PARTNERSHIP AGREEMENT; CONSENTS 66 Section 14.1 Amendments 66 Section 14.2 Action by the Partners 66 ARTICLE 15. GENERAL PROVISIONS 67 Section 15.1 Addresses and Notice 67 Section 15.2 Titles and Captions 67 Section 15.3 Pronouns and Plurals 67 Section 15.4 Further Action 68 Section 15.5 Binding Effect 68 Section 15.6 Creditors 68 Section 15.7 Waiver 68 Section 15.8 Counterparts 68 Section 15.9 Applicable Law 68 Section 15.10 Invalidity of Provisions 68 Section 15.11 Entire Agreement 68 Section 15.12 No Rights as Stockholders 69 AGREEMENT OF LIMITED PARTNERSHIP OF XXXXXX PROPERTIES GROUP, L.P. THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of October 13, 2004, is entered into by and among XXXXXX PROPERTIES GROUP, INC., a Delaware corporation (the “Company”), as the General Partner, and the Persons whose names are set forth under the heading “Limited Partners” on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
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DISSOLUTION AND LIQUIDATION    62. Section 13.1 Dissolution 62 Section 13.2 Winding Up 63
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Related to DISSOLUTION AND LIQUIDATION    62

  • Dissolution and Liquidation Section 12.1 Dissolution 84 Section 12.2 Continuation of the Business of the Partnership After Dissolution 84 Section 12.3 Liquidator 85 Section 12.4 Liquidation 85 Section 12.5 Cancellation of Certificate of Limited Partnership 86 Section 12.6 Return of Contributions 86 Section 12.7 Waiver of Partition 86 Section 12.8 Capital Account Restoration 86

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Dissolution Liquidation and Winding Up In the event of any voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation (hereinafter referred to as a "Liquidation"), the holders of Participating Preferred Stock shall be entitled to receive the greater of (a) $10.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment and (b) the aggregate amount per share equal to 1,000 times the aggregate amount to be distributed per share to holders of Common Stock (the "Participating Preferred Liquidation Preference"). In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Participating Preferred Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

  • Termination and Liquidation Section 9.01.

  • Distribution on Dissolution and Liquidation In the event of the dissolution of the Company for any reason, the business of the Company shall be continued to the extent necessary to allow an orderly winding up of its affairs, including the liquidation and termination of the Company pursuant to the provisions of this Section 7.3, as promptly as practicable thereafter, and each of the following shall be accomplished:

  • DISSOLUTION, LIQUIDATION AND MERGER 44 Section 9.1. Dissolution Upon Expiration Date..............................................................44 Section 9.2.

  • Dissolution, Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in subsection (c) of this Section 6.2, in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof.

  • Dissolution Liquidation and Termination 32 Section 13.1. No Dissolution........................................32 Section 13.2. Events Causing Dissolution............................32 Section 13.3.

  • Liquidation and Winding Up In the event of dissolution, the Company shall be wound up and its assets liquidated. In connection with the dissolution and winding up of the Company, the Member or such other person designated by the Member shall proceed with the sale, exchange or liquidation of all of the assets of the Company, and shall conduct only such other activities as are necessary to wind up the Company’s affairs, and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

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