Dissolution of the Joint Venture Sample Clauses

Dissolution of the Joint Venture. 39. The Venture will be dissolved and its assets liquidated in the event of any of the following:
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Dissolution of the Joint Venture. By execution hereof, Buyer and Seller (i) elect to immediately dissolve the Joint Venture pursuant to Section 9.01(c) of the Joint Venture Agreement, and (ii) acknowledge and consent to the termination, as of the Effective Date, of the Ancillary Agreements. Seller hereby authorizes Buyer to take any and all actions which Buyer deems necessary or appropriate to wind up the affairs of, and otherwise liquidate, the Joint
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Dissolution of the Joint Venture. The Joint Venture shall be dissolved upon the happening of any of the following events:
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Dissolution of the Joint Venture. 1. The Dissolution of the Joint Venture will be carried out pursuant to the provisions of Sections 10.3 through 10.8 of the Joint Venture’s LLC Agreements, as amended by this Second Amendment. Each of Chase and Xxxxxx Xxx agrees to use its best efforts to complete the Dissolution in an efficient, expedient, and professional manner by no later than the Dissolution Date. The parties agree, however, that the legal existence of the Joint Venture shall continue through December 31, 2005 so that expenses incurred in connection with the business of the Marketing LLC and/or the Finance LLC, including the Allowable Servicing Fees pursuant to Section 8 of this Second Amendment, from the Effective Time through December 31, 2005 (the “Dissolution Period”) that are to be shared by Xxxxxx Mae and Chase pursuant to the LLC Agreements, as amended by this Second Amendment, will continue to be expenses of the Marketing LLC and the Finance LLC, as applicable. The LLC Agreements shall terminate at the end of the Dissolution Period.
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Dissolution of the Joint Venture. The Venture will be dissolved and its assets shall be liquidated in the event of any of the following:
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Dissolution of the Joint Venture. Upon the approval of a dissolution of this joint venture, each member shall release the other from any and all further liability hereunder. Except, however, as to such lawful liability, and necessary expense in connection with the contesting thereof, as may be asserted subsequently under this agreement or as a result thereof and for which the parties hereto would have been liable prior to the execution of such release.
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Related to Dissolution of the Joint Venture

  • Dissolution of the Partnership The Partnership shall be dissolved upon the occurrence of any of the following:

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Dissolution The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

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