Common use of Dissolution; Successor Entity Clause in Contracts

Dissolution; Successor Entity. The Authority may be dissolved upon approval of the Board. Upon dissolution or termination of the Agreement under this Article 14, except as provided in an Asset Transfer Agreement, the Authority’s assets initially shall be held by its then current Members as tenants in common. Each Member’s ownership interest must be based on that Member’s contribution to the overall budget at the time the Agreement is terminated or dissolved. The Authority’s liabilities (including Bonds and other contractual obligations) initially shall also be distributed based on the overall budget at the time the Agreement is terminated or dissolved, as applicable. Assets and liabilities must be distributed in accordance with agreement or contract, under a voluntary mediation process, or by a court of law. A court may appoint an arbitrator or special master. Distribution shall be based on the best interests of efficient and economic flood control in the entire area served by the Members, subject to a rebuttable presumption that assets will be returned to the Member that originally transferred them to the Authority. That presumption may be overcome by a showing that another asset distribution is in the best interests of efficient and economic flood management. The proceeds of any sale of assets must be distributed among the then current Member’s overall budget at the time the Agreement is terminated or dissolved. Notwithstanding the provisions above, upon approval of the Board, all assets, liabilities, and obligations of the Authority may be transferred to any successor entity (including without limitation, a joint operating authority, a multi-county flood control zone district, or other municipal corporation, as permitted under State law), and all obligations of Members and parties contracting with the Authority become obligations to the successor entity.