Common use of Dissolution and Termination Clause in Contracts

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following: (i) December 31, 2045; (ii) the sale or other disposition of all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition; (iii) the written consent of all Managing Members; (iv) any event which makes it unlawful for the Company's business to be continued; or (v) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company and the affairs of the Members as such, shall continue to be governed by this Agreement.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following: (i) December 31the delivery of a written notice by any Member on or after January 1, 20452004 to the other Members electing to unwind and dissolve the Company; provided, however, that such election to unwind the Company shall not be effective if at any time prior to or within 30 days after the date of any such notice, the Class A-1 Members and Class B Members have elected to acquire or cause the Company to redeem the Class A Membership Interests held by AT&T Sub pursuant to Section 11.1; (ii) the sale or other disposition of all or substantially all of the Common Stock held directly or indirectly by the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition; (iii) the unanimous written consent of all Managing Members; (iv) any event which makes it unlawful for the Company's business to be continued; orcontinued unless, no later than thirty (30) days following such event, the Members unanimously determine not to dissolve the Company; (v) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated; or (vi) at any time that there are no Members of the Company, unless the Company is continued in accordance with the Act. Upon dissolution, the Company shall promptly wind wind-up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid satisfied and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company and the affairs of the Members as such, shall continue to be governed by this Agreement.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only its business wound up upon the occurrence earlier to occur of any of the followingfollowing events: (i) December 31, 2045the expiration of the term of the Company; (ii) the sale or other disposition written consent of all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition;Members; or (iii) the written consent termination of all Managing Members;the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Delaware Act; or (iv) any event which makes it unlawful for the Company's business to be continued; or (v) the issuance entry of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation judicial dissolution under Section 18-802 of the Company's Certificate of Formation, as required by law, shall be filedDelaware Act. (b) In the event of the dissolution and liquidation of Upon dissolution, the Company, its ’s business activities shall promptly be wound up, any amounts due from the liquidated in an orderly manner. The Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed act jointly as set forth in Section 10.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(aliquidator (unless they jointly elect to appoint a liquidator) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, wind up the business of the Company pursuant to this Agreement. If there shall be no Member, the successors-in-interest of the last Member may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the affairs liquidator shall determine to be in the best interest of the Members or their successors-in-interest. (c) In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of property in kind, such property shall be transferred and conveyed to the Members so as suchto vest in each of them, as a tenant-in-common, an undivided interest in the whole of such property equal to their interests in the property based upon the amount of cash that would be distributed to each of the Members in accordance with paragraph 11 hereof if such property were sold for an amount of cash equal to the fair market value of such property, as determined by the liquidator in good faith. (d) Any liquidating distribution shall continue be made no later than the later to be governed by this Agreementoccur of (i) the end of the taxable year during which such liquidation occurs and (ii) 90 days after the date of such liquidation.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following: (i) December 31, 2045; (ii) the sale or other disposition of all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition; (iii) the written consent of all Managing Members; (iv) any event which makes it unlawful for the Company's business to be continued; or (v) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company and the affairs of the Members as such, shall continue to be governed by this Agreement.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following: (i) December 31, 2045; (ii) the sale or other disposition of all or substantially all of the Properties and all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition; (iiiii) the written consent of all Managing MembersRequired Board Approval; (iv) any event which makes it unlawful for the Company's business to be continued; or (viii) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated; or (iv) any other event set forth herein causing the winding down of the operations of the Company. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below9.2. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a9.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. DC. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company and the affairs of the Members as such, shall continue to be governed by this Agreement.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following: (i) December 31, 2045dissolution of the Company pursuant to Section 11.1; (ii) the sale or other disposition of all or substantially all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition; (iii) the unanimous written consent of all Managing Class A Members and Class A Preferred Members; (iv) any event which makes it unlawful for the Company's ’s business to be continued; orcontinued unless, no later than thirty (30) days following such event, Members owning all of the Class A Shares and Class A Preferred Shares unanimously determine not to dissolve the Company; (v) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated; or (vi) at any time that there are no Members of the Company, unless the Company is continued in accordance with the Act. Upon dissolution, the Company shall promptly wind wind-up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's ’s Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid satisfied and its remaining assets, if any, shall be distributed as set forth in Section 10.2 12.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a12.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. XII. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company and the affairs of the Members as such, shall continue to be governed by this Agreement.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only its business wound up upon the occurrence earlier to occur of any of the followingfollowing events: (i) December 31, 2045The expiration of the term of the Company; (ii) the sale or other disposition The written consent of all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition;Members; or (iii) The death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the written consent occurrence of all Managing Members; (iv) any other event which makes it unlawful for terminates the Company's business to be continued; or (v) the issuance continued membership of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of Member in the Company, its business activities shall promptly be wound upunless within 90 days after such event, any amounts due from the Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date a majority-in-interest of the occurrence of an event set forth remaining Members agree in Section 10.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior writing to the termination of the Company as aforesaid, continue the business of the Company and there is at least one remaining Member. (b) Upon dissolution, the affairs Company’s business shall be liquidated in an orderly manner. The Members shall act jointly as the liquidator (unless they jointly elect to appoint a liquidator) to wind up the business of the Company pursuant to this Agreement. If there shall be no remaining Member, the successors-in-interest of the last Member may approve one or more liquidators to act as the liquidator in carrying out such liquidation. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Connecticut Act and in any reasonable manner that the liquidator shall determine to be in the best interest of the Members or their successors-in-interest. (c) In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of property in kind, such property shall be transferred and conveyed to the Members so as suchto vest in each of them, shall continue as a tenant-in-common, an undivided interest in the whole of such property equal to their interests in the property based upon the amount of cash that would be governed distributed to each of the Members in accordance with paragraph 11 hereof if such property were sold for an amount of cash equal to the fair market value of such property, as determined by this Agreementthe liquidator in good faith.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any first of the following: following events to occur: (i) December 31, 2045; the consent in writing to dissolve and wind up the affairs of the Company by the Members; (ii) the sale all or other disposition of substantially all of the Company Assets and the assets of the Subsidiaries Company, after payment of or due provision for all debts, liabilities and receipt obligations of the final payment of any installment obligation received as a result of any such sale or disposition; Company shall have been distributed to the Members in the manner provided for in this Agreement; (iii) the written consent Certificate of all Managing Members; Formation shall have been cancelled in the manner required by the Act; and (iv) any event which makes it unlawful for the Company's business to be continued; or (v) the issuance entry of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation judicial dissolution under Section 18-802 of the Company's Certificate of Formation, as required by law, shall be filedAct. (b) In Notwithstanding any other provision of this Agreement, the event bankruptcy of any Member shall not cause such Member to cease to be a member of the dissolution Company and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date of upon the occurrence of such an event set forth in Section 10.1(a) but event, the Company shall not terminate until continue without dissolution. (c) In all cases of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company shall be wound up and the affairs Company liquidated as promptly as practicable thereafter, and the assets of the Company shall be distributed as follows: (i) to the payment of expenses of the liquidation, (ii) to the payment of (or provision for) debts and liabilities of the Company, in the order of priority as provided by law, other than debts and liabilities owed to the Members, (iii) to the payment of debts and liabilities of the Company owed to Members as suchand (iv) thereafter, to the Members in accordance with Section 11.01(d). (d) Distributions to the Members in liquidation or dissolution of the Company shall continue be made to be governed by this Agreementthe Members in accordance with Section 6.07.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following: (i) December 31, 2045; (ii) the sale or other disposition of all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition; (iii) the written consent of all Managing Initial Members; (iv) any event which makes it unlawful for the Company's business to be continued; or or (v) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company and the affairs of the Members as such, shall continue to be governed by this Agreement.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only its business wound up upon the occurrence earliest to occur of any of the followingfollowing events: (i) December 31, 2045The expiration of the term of the Company; (ii) the The sale of all or other disposition of substantially all of the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition;Company's assets. (iii) The termination of the written consent legal existence of all Managing Members;the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Delaware Act; or (iv) any event which makes it unlawful for the Company's business to be continued; or (v) the issuance The entry of a decree by of judicial dissolution under Section 18-802 of the Delaware Act. Upon the occurrence of any court event that causes the last remaining member of competent jurisdiction that the Company to cease to be dissolved and liquidated. Upon dissolution, the Company shall promptly wind up its affairs and shall promptly be liquidated and a certificate of cancellation member of the Company's Certificate of Formation, as required to the fullest extent permitted by law, shall be filedthe personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member of the Company in the Company. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a) but the The Company shall not dissolve, liquidate or terminate until all upon the death, Bankruptcy, insolvency, dissolution, liquidation, termination, resignation, or removal of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of Member. (c) Upon dissolution, the Company, prior 's business shall be liquidated in an orderly manner. The Member shall act as the liquidating trustee to the termination of the Company as aforesaid, wind up the business of the Company and pursuant to this Agreement. If there shall be no remaining Member, the affairs successor-in-interest of the Members Member may approve one or more liquidating trustees to act as suchthe liquidator in carrying out such liquidation. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidator shall determine to be in the best interest of the Member or its successors-in-interest. (d) In the event it becomes necessary in connection with the liquidation of the Company to make a distribution of property in kind, such property shall be transferred and conveyed to the Member. (e) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall continue have been distributed to be governed the Member in the manner provided for in this Agreement and (ii) the Certificate of Formation of the Company shall have been canceled in the manner required by this Agreementthe Delaware Act.

Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following: (i) December 31the delivery of a written notice by any Member on or after January 1, 20452004 to the other Members electing to unwind and dissolve the Company; (ii) the sale or other disposition of all or substantially all of the Common Stock held directly or indirectly by the Company Assets and the assets of the Subsidiaries and receipt of the final payment of any installment obligation received as a result of any such sale or disposition; (iii) the unanimous written consent of all Managing Members; (iv) any event which makes it unlawful for the Company's business to be continued; orcontinued unless, no later than thirty (30) days following such event, the Members unanimously determine not to dissolve the Company; (v) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated; or (vi) at any time that there are no Members of the Company, unless the Company is continued in accordance with the Act. Upon dissolution, the Company shall promptly wind wind-up its affairs and shall promptly be liquidated and a certificate of cancellation of the Company's Certificate of Formation, as required by law, shall be filed. (b) In the event of the dissolution and liquidation of the Company, its business activities shall promptly be wound up, any amounts due from the Members shall be collected, its debts and liabilities shall be paid satisfied and its remaining assets, if any, shall be distributed as set forth in Section 10.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 10.1(a) but the Company shall not terminate until all of the Company Assets and the assets of the Subsidiaries have been liquidated and the proceeds distributed in accordance with the provisions of this Article X. Notwithstanding the dissolution of the Company, prior to the termination of the Company as aforesaid, the business of the Company and the affairs of the Members as such, shall continue to be governed by this Agreement.