Resignation; Dissolution Clause Samples

The 'Resignation; Dissolution' clause outlines the procedures and consequences when a member or partner of an entity chooses to resign or when the entity itself is dissolved. Typically, this clause specifies the steps required for a member to formally resign, any notice periods, and the process for distributing assets or settling obligations upon dissolution. For example, it may detail how remaining assets are divided among members or how outstanding debts are handled. The core function of this clause is to provide a clear framework for orderly exits and winding up of the entity, thereby minimizing disputes and ensuring all parties understand their rights and responsibilities in these situations.
Resignation; Dissolution. (a) Private Owner may not withdraw or resign from the Company, except (i) in connection with a Permitted Disposition made in accordance with the applicable provisions of this Article VIII or (ii) with the prior written consent of the Initial Member. (b) The Private Owner covenants that it shall not allow a Dissolution Event to occur with respect to itself. (c) Section 18-304 of the Act shall not apply to the Company. Nothing in this Section 8.8(c) shall limit the terms of Section 9.1 hereof. (d) Except as is otherwise expressly provided in this Agreement, no Member shall be entitled to receive any payment pursuant to Section 18-604 of the Act.
Resignation; Dissolution. (a) Member may not withdraw or resign from the Company, except (i) in connection with the Disposition by Initial Member of its entire Company Interest as contemplated in the recitals, (ii) in connection with a Permitted Disposition made in accordance with the applicable provisions of this Article VIII or (iii) with the prior written consent of the Participant. (b) Member covenants that it shall not allow a Dissolution Event to occur with respect to itself. (c) Section 18-304 of the Act shall not apply to the Company. Nothing in this Section 8.7(c) shall limit the terms of Section 9.1 hereof. (d) Except as is otherwise expressly provided in this Agreement, Member shall not be entitled to receive any payment pursuant to Section 18-604 of the Act.