DISSOLUTION LARCLAY Sample Clauses

DISSOLUTION LARCLAY. If at any time following eighteen months either party is dissatisfied with the operations of LARCLAY, then that party may call for dissolution of the company. If LARCLAY is dissolved, to the extent possible, the equipment will be distributed in kind. For example, if there is an even number of equivalent rigs, CWEI would receive half of the rigs and Lariat would receive half of the rigs. It is agreed by the parties that the drilling crew will go with each rig and the parties agree that they will not solicit employees of the other company upon dissolution. If either party calls for the dissolution of LARCLAY, then any remaining portion of the Financing Obligation together with any other debt obligations or disproportionate capital contributions shall be borne equally by the parties and any prepayment penalty shall be borne solely by the party requesting the dissolution. In the event that Lariat sells all or substantially all of its assets to a non-affiliated company or there is a change in control of Lariat, then LARCLAY shall at CWEI’s election be dissolved. In such event, the assets of the company shall be distributed as follows: • After payment of the Financing Obligations, other debt obligations, if any, and disproportionate capital contributions: as set forth above. • Prior to payment of all debt obligations: At CWEI’s election (i) each party pays one-half of: the remaining Financing Obligation, other debt obligations, if any, and any disproportionate capital contributions, and Lariat shall pay any pre-payment penalties; or (ii) CWEI continues the debt facility in LARCLAY and Lariat, in the event of a change in control, or the purchaser, in the event of an asset sale, becomes responsible for one-half of: the remaining Financing Obligation, other debt obligations, if any, as payments may become due, and any disproportionate capital contributions.
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Related to DISSOLUTION LARCLAY

  • 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.

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

  • Dissolution; Liquidation (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 or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act.

  • Dissolution and Liquidation (Check One)

  • 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 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, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Dissolution Winding Up (a) The Company shall be dissolved upon (i) the adoption of a plan of dissolution by the members or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act.

  • 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 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.

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