Duration and Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act; and (b) the dissolution or liquidation of Fortress Investment Holdings LLC, if Fortress Investment Holdings LLC is then a Member, unless the business of the Company is continued by the consent of all remaining Members within 90 days following the occurrence of such event. The remaining Members agree that they shall continue the Company. Except as provided in clause (b) above, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event which terminates the continued membership of any Member in the Company shall not cause the Company to be dissolved or its affairs wound up.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Fortress Investment Corp), Limited Liability Company Agreement (Newcastle Investment Corp), Limited Liability Company Agreement (Newcastle Investment Corp)
Duration and Dissolution. The Subject to the provisions of this Agreement, the Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Delaware Act; and;
(b) the dissolution or liquidation of Fortress Investment Holdings LLC, if Fortress Investment Holdings LLC is then a Member, the Managing Member unless the business of the Company is continued by the consent of all remaining Members within 90 days following the occurrence of such event, and the remaining Members appoint a new managing member, effective as of the date of such event; or
(c) December 31, 2097. The remaining Members agree that they shall continue the Company. Except as provided in clause (b) above, the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event which terminates the continued membership of any Member in the Company shall not cause the Company to be dissolved or and its affairs wound up.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Northstar Capital Investment Corp /Md/)