Common use of Dissolution Clause in Contracts

Dissolution. (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, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 22 contracts

Samples: Limited Liability Company Agreement (Kraton Polymers LLC), Limited Liability Company Agreement (Aigis Mechtronics, Inc.), Limited Liability Company Agreement (Broan-NuTone LLC)

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Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Actdissolution.

Appears in 19 contracts

Samples: Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)

Dissolution. (a) 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, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 19 contracts

Samples: Limited Liability Company Agreement (Qimonda Finance LLC), Limited Liability Company Agreement (SG Commercial Mortgage Securities, LLC), Limited Liability Company Agreement (M Funds Trust)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of accordance with the Act.

Appears in 18 contracts

Samples: Operating Agreement (Bellingham II Associates, L.L.C.), Operating Agreement (Bellingham II Associates, L.L.C.), Operating Agreement (Bellingham II Associates, L.L.C.)

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the followingfollowing events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, accordance with R.S. 12:1318; or (iii) the upon entry of a decree of judicial dissolution under Section 18-802 of the ActR.S. 12: 1335, as amended.

Appears in 14 contracts

Samples: Limited Liability Company Agreement (Colonial Downs, LLC), Limited Liability Company Agreement (Colonial Downs, LLC), Limited Liability Company Agreement (Colonial Downs, LLC)

Dissolution. (a) 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, (ii) the retirement, resignation or dissolution at any time that there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Appears in 13 contracts

Samples: Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company Agreement (QualityTech, LP)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent of the Sole Member, (ii) the retirement, resignation or dissolution at any time there is no member of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by pursuant to the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (RenPac Holdings Inc.), Limited Liability Company Agreement (RenPac Holdings Inc.), Limited Liability Company Agreement (RenPac Holdings Inc.)

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

Appears in 12 contracts

Samples: Operating Agreement (ARAMARK Sports & Entertainment Services, LLC), Operating Agreement (ARAMARK Sports & Entertainment Services, LLC), Operating Agreement (ARAMARK Sports & Entertainment Services, LLC)

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent termination of the Member, (ii) the retirement, resignation or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 11 contracts

Samples: Limited Liability Company Agreement (Pinnacle Towers III LLC), Limited Liability Company Agreement (Pinnacle Towers III LLC), Limited Liability Company Agreement (Pinnacle Towers III LLC)

Dissolution. (a) 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, (ii) the retirementbankruptcy, resignation withdrawal or dissolution termination of the Member or the occurrence of any other event which terminates the continued membership legal existence of the Member in the Company Member, unless the business of the Company is continued without dissolution in a manner permitted by accordance with the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Roux Laboratories, Inc.), Limited Liability Company Agreement (Cifc LLC), Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

Dissolution. (aa.) 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 MemberMembers, (ii) if there is only one Member, the retirement, resignation or dissolution of the such Member or the occurrence of any other event which terminates the continued membership of the such Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Currencyshares Swedish Krona Trust), Limited Liability Company Agreement (Currencyshares British Pound Sterling Trust), Limited Liability Company Agreement (CurrencyShares South African Rand Trust)

Dissolution. (a) 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 all the MemberMembers to dissolve the Company, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act, or (iii) any time there are no members of the Company unless the Company is continued without dissolution in accordance with this Agreement or the Act.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (HIC San Pablo Limited, Inc.), Limited Liability Company Agreement (HIC San Pablo Limited, Inc.), Limited Liability Company Agreement (HIC San Pablo Limited, Inc.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (Hughes MRO, Ltd.), Membership Interest Purchase Agreement (National Beef Packing Co LLC), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)

Dissolution. (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, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActLaw, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.

Appears in 9 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement

Dissolution. (a) 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, (ii) the retirement, resignation or dissolution at any time that there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company Agreement (QualityTech, LP), Limited Liability Company Agreement (QualityTech, LP)

Dissolution. (a) a. The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (CIT Group/Corporate Aviation, Inc.), Limited Liability Company Agreement (CIT Group/Corporate Aviation, Inc.), Limited Liability Company Agreement (Oswego Harbor Power LLC)

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: either (i) the written consent of the Member, Member(s) or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Except as otherwise provided in this paragraph, the Company shall not be dissolved upon the death, incapacity or bankruptcy of the Member.

Appears in 8 contracts

Samples: Limited Liability Company Operating Agreement (FanSided Inc.), Limited Liability Company Operating Agreement (FanSided Inc.), Limited Liability Company Operating Agreement (FanSided Inc.)

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement. (Signature page follows.)

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Filterfresh Coffee Service, Inc.), Operating Agreement (ARAMARK Sports & Entertainment Services, LLC), Limited Liability Company Agreement (ARAMARK Sports & Entertainment Services, LLC)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (B&H Contracting, L.P.), Limited Liability Company Agreement (B&H Contracting, L.P.), Limited Liability Company Agreement (N.R. Hamm Quarry, LLC)

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur occurrence of any of the followingfollowing events: (i) the occurrence of events specified in writing in the articles of organization; (ii) by the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, accordance with R.S. 12:1318; or (iii) the upon entry of a decree of judicial dissolution under Section 18-802 of the ActR.S. 12:1335, as amended.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Jacobs Entertainment Inc), Limited Liability Company Agreement (Colonial Downs, LLC), Limited Liability Company Agreement (Colonial Downs, LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (ia) the written consent of the Member, or (iib) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (Valley Telephone Co., LLC), Limited Liability Company Agreement (Valley Telephone Co., LLC), Limited Liability Company Agreement (Valley Telephone Co., LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Organizational Member, (iib) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (CPG Vintage Access Fund VI, LLC), Limited Liability Company Agreement (CPG Vintage Access Fund III, LLC), Limited Liability Company Agreement (CPG Vintage Access Fund IV, LLC)

Dissolution. (a) a. The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 8 contracts

Samples: Limited Liability Company Agreement (NCA Resources Development Co LLC), Limited Liability Company Agreement (NCA Resources Development Co LLC), Limited Liability Company Agreement (NCA Resources Development Co LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 608.449 of the Act.

Appears in 8 contracts

Samples: Operating Agreement (Hughes MRO, Ltd.), Operating Agreement (Hughes MRO, Ltd.), Operating Agreement (HSI IP, Inc.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Appears in 7 contracts

Samples: Sale and Purchase Agreement (P10, Inc.), Sale and Purchase Agreement (P10, Inc.), Limited Liability Company Agreement (Pioneer Energy Services LLC)

Dissolution. (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, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.

Appears in 7 contracts

Samples: Operating Agreement, Operating Agreement, Operating Agreement

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent termination of the Member, (ii) the retirement, resignation or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or by the LLC Act, ; or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the LLC Act.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (MP Environmental Funding LLC), Limited Liability Company Agreement (MP Environmental Funding LLC), Limited Liability Company Agreement (JCP&L Transition Funding II LLC)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 7 contracts

Samples: Operating Agreement (US LEC of Georgia LLC), Operating Agreement (U.S. Energy Partners LLC), Operating Agreement (US LEC of Georgia LLC)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon on the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the an entry of a decree of judicial dissolution under pursuant to Section 1853-802 19-40 of the Act, as amended from time to time.

Appears in 7 contracts

Samples: Operating Agreement (Bellingham II Associates, L.L.C.), Operating Agreement (Bellingham II Associates, L.L.C.), Operating Agreement (Bellingham II Associates, L.L.C.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Sole Member, (iib) the retirement, resignation resignation, expulsion, insolvency, bankruptcy or dissolution of the Sole Member or the occurrence of any other event which terminates the continued membership of the Sole Member in the Company unless the business of the Company is continued in a manner permitted by consent of the ActSole Member within 90 days following the occurrence of any such event, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Rykomusic, Inc.), Limited Liability Company Agreement (LEM America, Inc), Limited Liability Company Agreement (Rykomusic, Inc.)

Dissolution. (a) 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, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 17351 of the Act.

Appears in 6 contracts

Samples: Operating Agreement (Aigis Mechtronics, Inc.), Operating Agreement of Linear LLC (Barcom China Holdings, LLC), Operating Agreement (Aigis Mechtronics, Inc.)

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up terminated upon the first earlier to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiia) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany, (b) when otherwise determined by the Member or (c) otherwise in accordance with the LLC Law.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Outfront Media Minnesota LLC), Limited Liability Company Agreement (Outfront Media Minnesota LLC), Limited Liability Company Agreement (Outfront Media Minnesota LLC)

Dissolution. (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, (ii) the retirement, resignation or dissolution of the last remaining Member or the occurrence of any other event which terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Entergy Corp /De/), Limited Liability Company Agreement (Entergy Corp /De/), Limited Liability Company Agreement (Entergy Corp /De/)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, or (iib) the retirement, resignation or dissolution termination of the legal existence of the last remaining Member or the occurrence of any other event which that terminates the continued membership of the last remaining Member in the Company unless the business of the Company is continued in a manner permitted by this Agreement or the Act, Delaware Act or (iiic) a judicial determination that an event has occurred that makes it unlawful, impossible or impractical for the entry of a decree of judicial dissolution under Section 18-802 Company to carry on the business of the ActCompany.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Ancestry.com LLC), Limited Liability Company Agreement (Anvilire), Limited Liability Company Agreement (Ancestry.com LLC)

Dissolution. (a) The Subject to the other provisions of this Agreement, the Company shall dissolve, and its affairs shall only be wound up dissolved upon the first to occur of the following: (ia) the written consent instructions of the Initial Member, ; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (c) the sale or other transfer of all, or substantially all, of the Company’s assets outside of the ordinary course of business.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Tesoro High Plains Pipeline Co LLC), Limited Liability Company Agreement (Tesoro Logistics Lp), Limited Liability Company Agreement (Tesoro Logistics Finance Corp.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (ia) the written consent of the Member, ; or (iib) the death, retirement, resignation resignation, expulsion, insolvency, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of a the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Atlantic Broadband Management, LLC), Limited Liability Company Agreement (Atlantic Broadband Management, LLC), Limited Liability Company Agreement (Innophos, Inc.)

Dissolution. (a) 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, (ii) the retirement, resignation or dissolution of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member such member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Deutsche Bank Capital Funding LLC X), Limited Liability Company Agreement (Deutsche Bank Capital Funding Trust XII), Limited Liability Company Agreement (Deutsche Bank Capital Funding Trust VIII)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry any order of a decree court of judicial competent jurisdiction requiring dissolution under Section 1817-802 76,117 of the Act, and amendments thereto.

Appears in 5 contracts

Samples: Operating Agreement (Austin Materials, LLC), Limited Liability Company (B&H Contracting, L.P.), Operating Agreement (Green America Recycling, LLC)

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent termination of the Member, (ii) the retirement, resignation or dissolution legal existence of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company unless the business of the Company is continued in a manner required under Section 12.1(b) or this Section 12.1(a) or permitted by this Agreement or the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (3650 REIT Commercial Mortgage Securities LLC), Limited Liability Company Agreement (Natixis Commercial Mortgage Securities LLC), Limited Liability Company Agreement (3650 REIT Commercial Mortgage Securities II LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the MemberSole Member or, (ii) the retirementif any additional members shall have been added, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, all Members; or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act. In the absence of either of the foregoing, the Company shall be dissolved and its affairs wound up upon the bankruptcy or dissolution of the Sole Member or, if any additional members shall have been added, all of the Members or as otherwise specifically required by the Act.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Foundation Labs by Ply Gem, LLC), Operating Agreement (DB Online, LLC), Operating Agreement (DB Online, LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the MemberManaging Members, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act, or (c) at any time there are no members of the Company, unless the Company is continued in accordance with the Act.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (DTWC Spokane City Center SPE, LLC), Limited Liability Company Agreement (DTWC Spokane City Center SPE, LLC), Limited Liability Company Agreement (HIC San Pablo Limited, Inc.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (ii) the retirement, resignation or dissolution direction of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial dissolution under Section 1800-802 000-000 or -617 of the Act. The bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Appears in 4 contracts

Samples: Operating Agreement (DGC Properties of Kentucky, LLC), Operating Agreement (Dolgen I, Inc.), Operating Agreement (Dolgen I, Inc.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon on the first to occur of the following: following events (each a “Dissolution Event”): (i) the written unanimous consent of the Member, Members; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; and (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Cypress Energy Partners, L.P.), Limited Liability Company Agreement (Marlin Midstream Partners, LP), Limited Liability Company Agreement (Cypress Energy Partners, L.P.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Memberall Members, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (RenPac Holdings Inc.), Limited Liability Company Agreement (RenPac Holdings Inc.), Limited Liability Company Agreement (RenPac Holdings Inc.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Crown Beverage Packaging, LLC), Limited Liability Company Agreement (ICO P&O, Inc.), Limited Liability Company Agreement (Neiman Marcus Group LTD Inc.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 1817-802 76,116 of the Act.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Sprint Capital Corp), Limited Liability Company Agreement (T-Mobile Innovations LLC), Limited Liability Company Agreement (T-Mobile Innovations LLC)

Dissolution. (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, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless unless, in any such case, the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Detroit Radio, LLC), Limited Liability Company Agreement (Detroit Radio, LLC), Limited Liability Company Agreement (Detroit Radio, LLC)

Dissolution. (a) a. The Company shall dissolvebe dissolved, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Act or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (JCP&L Transition Funding II LLC), Limited Liability Company Agreement (RSB Bondco LLC), Limited Liability Company Agreement (Jcp&l Transition Funding LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent direction of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActMembers, or (iiiii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Members or the occurrence of any other event that terminates the continued membership of the Members shall not cause a dissolution of the Company.

Appears in 4 contracts

Samples: Limited Liabilty Company Agreement (William Underwood Co), Limited Liabilty Company Agreement (William Underwood Co), Limited Liabilty Company Agreement (William Underwood Co)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iii) the entry of a decree of judicial dissolution under Section 1848-802 2c-1213 of the Act.

Appears in 4 contracts

Samples: Operating Agreement (B&H Contracting, L.P.), Operating Agreement (B&H Contracting, L.P.), Operating Agreement (B&H Contracting, L.P.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Services International LLC), Limited Liability Company Agreement (Wescam Air Ops LLC), Limited Liability Company Agreement (Wescam Air Ops LLC)

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberLLC Member and a majority of the whole Board, (ii) the retirement, resignation or dissolution termination of the legal existence of the LLC Member or the occurrence of any other event which that terminates the continued membership of the LLC Member in the Company unless the business of the Company is continued without dissolution in a manner permitted by this LLC Agreement or the Act, LLC Act or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the LLC Act.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (iI) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement. (Signature page follows.)

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Filterfresh Coffee Service, Inc.), Limited Liability Company Agreement (Filterfresh Coffee Service, Inc.), Limited Liability Company Agreement (ARAMARK Sports & Entertainment Services, LLC)

Dissolution. (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, ; (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Law; or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActAct or applicable law.

Appears in 4 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement

Dissolution. (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 MemberMembers, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event time at which terminates the continued membership of the Member in there are no Members; provided that the Company unless the business of shall not be dissolved and shall not be required to be wound up if the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Glacier CORP), Limited Liability Company Agreement (Glacier CORP), Limited Liability Company Agreement (Glacier CORP)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Managing Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiib) the entry of a decree of judicial ofjudicial dissolution under Section 18-802 of the Act, or (c) at any time there are no members of the Company, unless the Company is continued in accordance with the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (90210 LLC), Limited Liability Company Agreement (90210 LLC), Limited Liability Company Agreement (90210 LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirement, resignation bankruptcy or dissolution of the Member or Member, (c) the occurrence of any other event which that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiid) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Ventas Inc), Limited Liability Company Agreement (Ventas Inc), Limited Liability Company Agreement (ElderTrust Operating Limited Partnership)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.2 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Appears in 3 contracts

Samples: Limited Liability Company Operating Agreement (Truven Holding Corp.), Limited Liability Company Operating Agreement (Truven Holding Corp.), Limited Liability Company Operating Agreement (Safeway Stores 42, Inc.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the followingfollowing events: (i) the written consent of the MemberMember(s) to dissolve the Company, (ii) upon the retirementsale by the Company of all or substantially all of its right, resignation title, or dissolution interest in and to the Company property and the receipt by the Company of the Member or the occurrence of any other event which terminates the continued membership of the Member purchase price in the Company unless the business of the Company is continued in a manner permitted by the Act, full or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (RJR Packaging, LLC), Limited Liability Company Agreement (Lorillard, LLC), Limited Liability Company Agreement (RJR Packaging, LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent direction of the Member, or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Appears in 3 contracts

Samples: Limited Liabilty Company Agreement (William Underwood Co), Limited Liabilty Company Agreement (B&G Foods North America, Inc.), Limited Liabilty Company Agreement (B&G Foods Snacks, Inc.)

Dissolution. (a) The Subject to Section 7.3, the Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member and, so long as any Obligation is outstanding, all other members of the Company, including, without limitation, the Independent Member, if any; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (ET Wayne Finance, L.L.C.), Limited Liability Company Agreement (ET Wayne Finance, L.L.C.), Limited Liability Company Agreement (ET Wayne Finance, L.L.C.)

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Dissolution. (a) 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, (ii) the retirement, resignation or dissolution at any time there are no Members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 1834-802 702 of the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (B & C Sanitation Corp), Limited Liability Company Agreement (B & C Sanitation Corp), Limited Liability Company Agreement (B & C Sanitation Corp)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (B&H Contracting, L.P.), Limited Liability Company Agreement (B&H Contracting, L.P.), Limited Liability Company Agreement (B&H Contracting, L.P.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (i) the written consent of the Membersole Member determines to effect such dissolution, or (ii) the entry of an order of judicial dissolution under § 18-802 of the Act. The death (or dissolution in the case of a member that is not a natural person), retirement, resignation insanity, resignation, or dissolution bankruptcy of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company unless the business shall not cause a dissolution of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Appears in 3 contracts

Samples: Operating Agreement (Century Communities of Nevada Realty, LLC), Operating Agreement (Century Communities of Nevada Realty, LLC), Operating Agreement (Century Communities of Nevada Realty, LLC)

Dissolution. (a) 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, (ii) the retirement, resignation or dissolution of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member last remaining member of the Company in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Capital One Financial Corp), Limited Liability Company Agreement (Capital One Financial Corp), Limited Liability Company Agreement (Capital One Financial Corp)

Dissolution. (a) The Company shall dissolvebe dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, Member (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 17351 of the Act; or (iii) at any time there are no Members of the Company, unless the Company is continued in accordance with the Act or this Agreement. (Signature page follows.)

Appears in 3 contracts

Samples: Operating Agreement (ARAMARK Uniform Services (Midwest) LLC), Operating Agreement (ARAMARK FHC Kansas, Inc.), Operating Agreement (ARAMARK FHC Kansas, Inc.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Services International LLC), Limited Liability Company Agreement (Services International LLC), Limited Liability Company Agreement (Services International LLC)

Dissolution. (a) a. The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent direction of the Member, or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 8972 of the Act. The death, dissolution, retirement, resignation, expulsion or bankruptcy of the Member or the occurrence of any other event that terminates the continued membership of the Member shall not cause a dissolution of the Company.

Appears in 3 contracts

Samples: Operating Agreement (Resource Well Services, LLC), Operating Agreement (APL SouthTex Pipeline Co LLC), Operating Agreement (Atlas Energy Tennessee, LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (i) the written consent resignation of the Member, (ii) the written consent of the Member to dissolve the Company, (iii) upon the occurrence of any event that results in the Member ceasing to be the Member of the Company under the Act (including, without limitation, the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Company) or (iiiiv) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (First Huntingdon Finance Corp), Limited Liability Company Agreement (First Huntingdon Finance Corp), Limited Liability Company Agreement (First Huntingdon Finance Corp)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of all of the Member, Members; (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; (iii) the insolvency, bankruptcy or dissolution of all of the Members; and (iv) the occurrence of any other event which terminates the continued membership of all of the Members in the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Nuwave Solutions, L.L.C.), Limited Liability Company Agreement (Nuwave Solutions, L.L.C.), Operating Agreement (Nuwave Solutions, L.L.C.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 1813.1-802 1047 of the Act.Act or (iii) automatic cancellation of its Certificate of Organization under Section 13.1-1064. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.4 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Phoenix Consulting Group, LLC), Limited Liability Company Agreement (Services International LLC), Limited Liability Company Agreement (Services International LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (i) the written consent determination of the MemberManager to dissolve, or (ii) the retirement, resignation sale of all or dissolution substantially all of the Company’s assets and business. Each Member hereby waives his, her, or the occurrence of any other event which terminates the continued membership of the Member in its right to have the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section dissolved pursuant 6 Del. C. §18-802 of the Act802.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Magfast LLC), Limited Liability Company Agreement, Limited Liability Company Agreement

Dissolution. (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 MemberMembers and the Manager, (ii) the retirementdeath, resignation disability, bankruptcy or dissolution withdrawal of the last remaining Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Kenon Holdings Ltd.), Limited Liability Company Agreement (Kenon Holdings Ltd.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon on the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Unit Petroleum Co), Limited Liability Company Agreement (Unit Petroleum Co)

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the MemberLLC Member and a majority of the whole Board, (ii) the retirement, resignation or dissolution termination of the legal existence of the LLC Member or the occurrence of any other event which that terminates the continued membership of the LLC Member in the Company unless the business of the Company is continued without dissolution in a manner permitted by this LLC Agreement or the Act, LLC Act or (iii) the entry of a decree of judicial dissolution under Section 18-18- 802 of the LLC Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement

Dissolution. (a) 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 Managing Member, (ii) the retirementbankruptcy, resignation withdrawal or dissolution termination of the Member or the occurrence of any other event which terminates the continued membership legal existence of the Member in the Company last remaining Member, unless the business of the Company is continued without dissolution in a manner permitted by accordance with the Act, or and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC), Limited Liability Company (Jernberg Industries, LLC)

Dissolution. (a) The Company shall dissolve, will dissolve and its affairs shall business will be wound up upon the first to occur of the following: (ia) the written consent of the Member, ; (iib) the retirement, resignation or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, Company; or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Erie Logistics LLC), Limited Liability Company Agreement (Erie Logistics LLC)

Dissolution. (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, (ii) the retirement, resignation or dissolution at any time there are no Members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (BarkPark, LLC), Limited Liability Company Agreement (Endurance International Group, Inc.)

Dissolution. (a) The Company shall dissolve, and its affairs shall will be wound up dissolved upon the first to occur of the followingfollowing events: (ia) the written consent of the Member, ; (iib) the retirement, resignation sale or dissolution other disposition of all or substantially all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business assets of the Company is continued in a manner permitted by other than to the Actmembers of the Member; (c) the withdrawal or elimination, or at any time, of the last Member so that there are no Members; (iiid) the entry of a decree of judicial dissolution against the Company under Section 18-802 the Act; or (e) the expiration of the Actterm described in paragraph 2.5.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Henry Bros. Electronics, Inc. / VA), Henry Bros. Electronics, Inc. / VA

Dissolution. (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, Member or (ii) any other event or circumstance giving rise to the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 801 of the Act, unless the Company’s existence is continued pursuant to the Act.

Appears in 2 contracts

Samples: Operating Agreement (Rice Drilling B LLC), Operating Agreement (Rice Drilling B LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent election of the Member, (iib) the retirement, resignation bankruptcy or dissolution of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by under the Act, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Operating Agreement (ET Wayne Finance, L.L.C.), Operating Agreement (ElderTrust Operating Limited Partnership)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the followingof: (i) the written consent of the MemberMembers, (ii) the retirement, resignation or dissolution any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TNHC - Santa Clarita GP LLC), Limited Liability Company Agreement (T-Mobile Innovations LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirementbankruptcy, resignation death, dissolution, expulsion, incapacity or dissolution withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Operating Agreement (Tops Markets Ii Corp), Operating Agreement (Tops PT, LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (ia) the written consent of the Member, (iib) the retirementresignation, resignation expulsion, insolvency, bankruptcy or dissolution of the Member Member, or (c) the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the ActCompany.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Earthstone Energy Inc), Limited Liability Company Agreement (Earthstone Energy Inc)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there are no members of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3 during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Wescam Air Ops LLC), Limited Liability Company Agreement (Vertex Aerospace Inc)

Dissolution. (a) 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, (ii) the retirement, resignation or dissolution at any time there are no Members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18304-802 C:51 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (B & C Sanitation Corp), Limited Liability Company Agreement (B & C Sanitation Corp)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up only upon the first to occur of the following: (i) the written consent of the Member, Member or (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (iii) at any time there is no member of the Company unless the Company is continued in accordance with the Act.. The Member shall continue to be allocated profit and loss, in the manner set forth in Section 3.3, during the liquidation. The proceeds from liquidation of Company assets shall be applied as follows:

Appears in 2 contracts

Samples: Limited Liability Company Agreement (DynCorp International LLC), Limited Liability Company Agreement (Services International LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: following (ia) the written consent of the Member, (iib) the death, retirement, resignation expulsion, insolvency, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of provided that the Company is continued in a manner permitted by the Actshall not be dissolved if, within 90 days after any such event, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Celanese Americas CORP), Crystal US Holdings 3 L.L.C.

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first earlier to occur of the following: (ia) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted determination by the Act, or Managing Member; (iiib) the entry of a decree of judicial dissolution under Section 18-802 of the Act or (c) at any time there is no member of the Company unless the Company is continued in accordance with the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement, Limited Liability Company Agreement

Dissolution. (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, (ii) the retirement, resignation or dissolution of the Member last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the Member such member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Credit Suisse Group), Limited Liability Company Agreement (Credit Suisse Group)

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Sole Member, ; (iib) the retirement, resignation or dissolution at any time that there is no member of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company Company, unless the business of the Company is continued in a manner permitted by pursuant to the Act, ; or (iiic) the entry occurrence of an event causing a decree dissolution of judicial dissolution the Company under Section 18-802 801 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Ahny-Iv LLC), Limited Liability Company Agreement (Ahny-Iv LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of any of the followingfollowing events: (ia) the The written consent of the Member, (ii) the retirement, resignation or dissolution a Majority-in-Interest of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or Members; (iiib) the The entry of a decree of judicial dissolution under Section 18-802 the Act, or an administrative dissolution of the Company pursuant to the Act.; (c) The sale, exchange, or other disposition of all or substantially all the assets of the Company. The Company shall not be dissolved upon the occurrence of a Withdrawal Event with respect to any Member unless there is no remaining Member or Unit Holder. 12.2

Appears in 2 contracts

Samples: Operating Agreement (Seed Equity Properties LLC), Operating Agreement (Seed Equity Properties LLC)

Dissolution. (a) The Company shall dissolve, be dissolved and its affairs shall be wound up upon the first earliest to occur of any of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution of the Member or the occurrence of any other event which terminates the continued membership decision of the Member in writing to dissolve the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiiii) the entry of a decree of judicial dissolution of the Company under Section § 18-802 of the Act, or (iii) at any time there are no members of the Company unless the Company is continued without dissolution in accordance with the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Servicemaster Co, LLC), Limited Liability Company Agreement

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Managing Member, (iib) the retirementdeath, resignation disability or dissolution bankruptcy of the Managing Member or the occurrence of any other event which terminates the continued membership of the Managing Member in the Company unless Company, (c) the business sale of substantially all of the Company is continued in a manner permitted by Property to an unaffiliated third party or other liquidation of substantially all of the Actassets of the Company, or (iiid) the entry of a decree of judicial dissolution under Section 18-802 of the ActLaws.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Lightstone Value Plus Real Estate Investment Trust Ii Inc), Limited Liability Company Agreement (Lightstone Value Plus Real Estate Investment Trust, Inc.)

Dissolution. (a) The Company shall dissolve, dissolve and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the retirement, resignation or dissolution at any time there are no members of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by accordance with the Act, or (iii) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (FNP Holdings, LLC), Limited Liability Company Agreement (FNP Holdings, LLC)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (ia) the written consent of the Member, (iib) the death, retirement, resignation resignation, expulsion, bankruptcy or dissolution of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act. Historical records of cumulative patronage for the Member’s patrons and former patrons of the Member of Company shall be maintained so they may participate in the final distribution of savings from the Member in the event of that organization’s liquidation or dissolution.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Hughes MRO, Ltd.), Limited Liability Company Agreement (Hughes Water & Sewer, LTD)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (ia) the written consent of term stated in the Member, Certificate expires or (iib) upon the retirement, resignation or dissolution affirmative decision of the Member or to liquidate and/or dissolve the occurrence Company. During the period of any other event which terminates the continued membership winding up of the affairs of the Company, the rights and obligations of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Actthis Agreement shall continue.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Kayne Anderson BDC, LLC), Limited Liability Company Agreement (T. Rowe Price OHA Private Credit Fund)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up dissolved upon the first to occur of the following: (ia) the written consent of the Memberall Members, (iib) the retirement, resignation sale or dissolution other disposition of substantially all of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the ActCompany's assets, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Actdissolution.

Appears in 2 contracts

Samples: Operating Agreement (Texas Lessor - Stonegate Limited, Inc.), Operating Agreement (Texas Lessor - Stonegate Limited, Inc.)

Dissolution. (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 all the Membermembers of the Company, (ii) the retirement, resignation bankruptcy or dissolution of all the Member members of the Company or the occurrence of any other event which terminates the continued membership of all the Member members in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (TC3 Health, Inc.), Limited Liability Company Agreement (TC3 Health, Inc.)

Dissolution. (a) The Company shall dissolve, and its affairs shall be wound up up, upon the first to occur of the following: (ia) the written consent of the Member, (iib) the retirement, resignation resignation, expulsion, bankruptcy or dissolution death of the Member or the occurrence of any other event which that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act, or (iiic) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (CEDC Finance Corp LLC), Limited Liability Company Agreement (Marvel Entertainment, Inc.)

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