Closing of Affairs Sample Clauses
The "Closing of Affairs" clause outlines the procedures and responsibilities for finalizing all outstanding matters between parties at the end of a contract or business relationship. It typically requires the settlement of any remaining payments, the return of confidential information or property, and the completion of any pending obligations. By clearly defining these steps, the clause ensures a smooth and orderly conclusion to the relationship, minimizing the risk of future disputes or unresolved issues.
Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership.
(b) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority:
(i) First, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership;
(ii) Second, to pay the matured debts and liabilities of the Partnership;
(iii) Third, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided;
(iv) Fourth, to all Partners in proportion to each Partner’s Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previou...
Closing of Affairs. In the event of the cancellation of the Company for any reason, and in the absence of an election to continue the business of the Company, the Board shall commence to close the affairs of the Company, to liquidate its investments and to terminate the Company. The Board shall have full right and unlimited discretion to manage the business of the Company during the period of closing the affairs of the Company and to determine the time, manner and terms of any sale or sales of Company property pursuant to such liquidation.
Closing of Affairs. In the event of the dissolution of the Company for any reason, and in the absence of an election to continue the business of the Company, an independent liquidator (the “Liquidator”) selected by a Majority of the Members remaining shall commence to close the affairs of the Company, to liquidate its investments and to terminate the Company. The Liquidator shall act as a fiduciary to the Company and shall have full right and unlimited discretion to manage the business of the Company during the period of closing the affairs of the Company and to determine the time, manner and terms of any sale or sales of Company property pursuant to such liquidation. Upon complete liquidation of the Company’s property and compliance with the distribution provisions set forth in Section 10.4 hereof, the Company shall cease to be such and the Liquidator shall execute, acknowledge and cause to be filed all certificates necessary to terminate the Company.
Closing of Affairs. In the event of the dissolution of the Partnership for any reason, an unrestricted, royalty-free copy of each product of the Partnership shall be given to each Partner, and in the absence of an election to continue the business of the Partnership, an independent chartered accountant (the "Accountant") selected by unanimous consent of the remaining Partners shall commence to wind-up the Partnership, to wind-up its investments and to terminate the Partnership. The Accountant shall act as a fiduciary to the Partnership and shall have full right and unlimited discretion to manage the business of the Partnership during the period of closing the affairs of the Partnership and to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such action. Upon complete realization and settlement of the Partnership property and compliance with the distribution provisions set forth in Section 12.4 hereof, the Partnership shall cease to be such and the Accountant shall execute, acknowledge and cause to be filed all returns and certificates necessary to terminate the Partnership and to give notice thereof.
Closing of Affairs. 29 ARTICLE XI AMENDMENT TO AGREEMENT ARTICLE XII INDEMNIFICATION
Closing of Affairs. (a) Except as otherwise contemplated in this Agreement, upon the occurrence of a Dissolution Event, the Members will meet and use their best efforts to develop a just and equitable plan for discontinuing and dissolving the Company and, to the extent both Members then continue to own and publish their respective newspapers (The Salt Lake Tribune and Deseret Morning News), for distributing the Company’s assets in kind between the Members (after collection of all receivables and payment of all indebtedness and liabilities of the Company and all costs of dissolution and liquidation), so as, to the extent practicable, to enable the Members to continue publication of The Salt Lake Tribune and Deseret Morning News, respectively, independently of the Company (a “Distribution Plan”), in the manner set forth in Section 13 of the Salt Lake JOA. If the Members agree on a Distribution Plan, the assets of the Company shall be distributed in accordance with the Distribution Plan, and the Company shall thereupon be dissolved. Except as provided in the Distribution Plan and upon effective distribution of assets by the Company pursuant thereto, no Member shall have any separate right, title or interest in or to any asset of the Company.
(b) If the Members are unable to agree upon a Distribution Plan then, subject to the right of either party to petition for a court appointed receiver, as provided in Section 13 of the Salt Lake JOA, the Members shall commence to close the affairs of the Company, including payment of the Company’s liabilities and making such distributions to the Members as may be authorized hereunder and to terminate the existence of the Company, in each instance in the manner as the Members may reasonably determine to be appropriate. Upon complete liquidation of the Company’s property and compliance with the distribution provisions set forth in Section 10.2(c) hereof, the Company shall cease its existence, and the Management Committee shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Company.
(c) In liquidating the Company, the assets of the Company shall be applied to the extent permitted by the Act in the following order of priority:
(i) First, to pay the costs and expenses of the closing of the affairs and liquidation of the Company;
(ii) Second, to pay the matured debts and liabilities of the Company to third parties;
(iii) Third, to establish reserves adequate to meet any and all contingent or unforeseen liab...
Closing of Affairs. In the event of the dissolution of the Partnership for any reason, an unrestricted, royalty-free copy of each product of the Partnership shall be given to each Partner, and in the absence of an election to continue the business of the Partnership, an independent chartered accountant (the "Accountant") selected by unanimous consent of the remaining Partners shall commence to wind-up the Partnership, to wind-up its investments and to terminate the Partnership. The Accountant shall act as a fiduciary to the Partnership and shall have full right and unlimited discretion to manage the business of the Partnership during the period of closing the affairs of the Partnership and to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such action. Upon complete realization and settlement of the Partnership property and compliance with the distribution provisions set forth in Section 12.4 hereof, the Partnership shall cease to be such and the Accountant shall execute, acknowledge and cause to be filed all returns and certificates necessary to terminate the Partnership and to give notice thereof.