Disposition of Assets on Termination Sample Clauses
The "Disposition of Assets on Termination" clause defines how assets are to be handled when an agreement ends. Typically, this clause outlines whether assets acquired or used during the contract—such as equipment, intellectual property, or confidential materials—must be returned, transferred, or disposed of in a specific manner. For example, it may require the return of leased equipment or the destruction of sensitive documents. Its core function is to ensure a clear and orderly process for asset management at the end of a contractual relationship, thereby preventing disputes and protecting the interests of both parties.
Disposition of Assets on Termination. Promptly after termination under Sections 13.1 or 13.2, the Manager shall take all action necessary to wind up the activities of the Business. All costs and expenses incurred in connection with the termination of the Business shall be expenses chargeable to the Business Account.
Disposition of Assets on Termination. Promptly after termination under Section 12.1, the Manager shall take all action necessary to wind up the activities of the Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Any Participant that has a negative Joint Account balance when the Venture is terminated for any reason shall contribute to the Assets of the Venture an amount sufficient to raise such balance to zero. The Assets shall first be paid, applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the right to segregate amounts which, in the Manager's reasonable judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's contributions or Joint Account balance. Thereafter, any remaining cash and all other Assets, including property shall be distributed (in undivided interests unless otherwise agreed) to the Participants, first in the ratio and to the extent of their respective Joint Accounts and then in proportion to their respective Participating Interests, subject to any dilution, reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.
Disposition of Assets on Termination. Promptly after termination under Section 12.1 or 12.2, the Operator shall take all action necessary to wind up the activities of the Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. The Assets shall first be paid, applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Operator shall have the right to segregate amounts which, in the Operator's reasonable judgment, are necessary to discharge continuing obligations or to purchase for the account of the Participants, bonds or other securities for the performance of such obligations. The foregoing shall not be construed to include the repayment of any Participant's capital contributions. Thereafter, any remaining cash and all other Assets shall be distributed (in undivided interests unless otherwise agreed) to the Participants, in proportion to their respective Participating Interests, subject to any dilution, reduction, or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.
Disposition of Assets on Termination. (a) The Operator shall take all action necessary to wind up the activities of the Joint Venture and all costs and expenses documented and reasonably incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the Joint Venture Account. Any Participant that has a negative capital account balance when the Joint Venture is terminated for any reason shall contribute to the Joint Venture Account an amount sufficient to raise such balance to zero. The Joint Venture Property shall first be paid, applied or distributed in satisfaction of all Liabilities of the Joint Venture to third Persons and then to satisfy any Liabilities owed to the Participants. Before distributing any funds or property to the Participants, the Operator shall have the right to segregate amounts which are necessary to discharge continuing obligations or to purchase, for the account of the Participants, bonds or other securities for the performance of such obligations in the Operator’s reasonable judgment. Thereafter, any remaining cash and all other property shall be distributed (in undivided interests unless otherwise agreed) to the Participants in proportion to their respective Participating Interests, subject to any dilution, reduction or termination of such Participating Interests as may have occurred pursuant to the terms of this Agreement.
(b) Notwithstanding Section 17.3(a) above, in the event either of the Participants to this Agreement wish to purchase all or part of the saleable assets of the Joint Venture, they shall provide written notice to the other Participant within sixty (60) days of the cessation of mining and milling activities. In the event only one Participant wishes to purchase the subject assets, it shall be obligated to purchase those assets at fair market value. In the event more than one Participant wishes to purchase the subject assets, each Participant shall be required to tender a sealed bid with respect to the purchase of the assets to an agreed depository. The said tenders shall then be opened and the Participant with the highest tender shall be obligated to purchase all of the assets.
Disposition of Assets on Termination. Promptly after termination under Section 11.01 or 11.02, the Operator shall take all action necessary to wind up the activities of the Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. The Assets shall first be paid, applied, or distributed in satisfaction of all liabilities of the Venture to third parties and then to satisfy any debts, obligations, or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Operator shall have the right to segregate amounts which, in the Operator's reasonable judgment, are necessary to discharge continuing obligations or to purchase for the account of Participants, bonds or other securities for the performance of such obligations. Thereafter, any remaining cash and all other Assets shall be distributed in undivided interests unless otherwise provided herein or otherwise agreed. No Participant shall receive a distribution of any interest in Products or proceeds from the sale thereof if such Participant's Participating Interest therein has been terminated pursuant to this Agreement.
Disposition of Assets on Termination. Promptly after termination under Sections 12.1 or 12.2, either Participant shall have the right to acquire the other Participant’s Participating Interest for its fair market value, calculated as follows: The acquiring Participant shall notify the non-acquiring Participant of the identity of a qualified independent appraiser. If the defaulting Participant conveys notice of objection to the person or entity so appointed within ten (10) days after receiving notice thereof, then an independent and qualified appraiser shall be appointed by the joint action of the appraiser appointed by the acquiring Participant and a qualified independent appraiser appointed by the non-acquiring Participant; provided, however, that if the non-acquiring Participant fails to designate a qualified independent appraiser for such purpose within ten (10) days after giving notice of such objection, then the person or entity originally designated by the acquiring Participant shall serve as the appraiser; provided further, that if the appraisers appointed by each of the Participants fail to appoint a third qualified independent appraiser within five (5) days after the appointment of the last of them, then an appraiser shall be appointed by a judge of a court of competent jurisdiction in the state in which the Assets are situated upon the application of either Participant. The appraiser selected pursuant to this Section 12.5 shall determine the fair market value of the Assets of the Business. The Capital Accounts of the Participants shall be determined pursuant to the provisions of Section 4.2(a) of the Tax Exhibit in accordance with the fair market value so determined. The price paid by the acquiring Participant to the non-acquiring Participant shall be the amount of the non- acquiring participant’s Capital Account as so determined. If neither Participant desires to acquire the other Participant’s Participating Interest, then upon such termination the Manager shall take all action necessary to wind up the activities of the Business, in accordance with Exhibit C. All costs and expenses incurred in connection with the termination of the Business shall be expenses chargeable to the Business Account. The Assets shall first be paid, applied or distributed in satisfaction of all liabilities of the Business to third parties, and then to satisfy any debts, obligations or liabilities owed to the Participants. Before distributing any funds or Assets to Participants, the Manager shall have the rig...
Disposition of Assets on Termination. Promptly after termination under Section 8.1, the Manager shall take all action necessary to wind up the activities of the Business. All costs and expenses incurred in connection with the termination of the Business in excess of funds raised from Asset dispositions shall be expenses chargeable to Kazco.
Disposition of Assets on Termination. Promptly after termination under Sections 8.1 and 8.2, WG shall take all action necessary to wind up the activities of the Property. All costs and expenses incurred in connection with the termination of this Agreement and any business related to this Agreement shall be expenses chargeable to WG.
Disposition of Assets on Termination. Should this Venture be terminated under Section 9.1, the Manager shall take all action necessary to wind up the activities of the Venture, and all costs and expenses incurred in connection with the termination of the Venture shall be expenses chargeable to the Venture. Upon liquidation of the Venture, the Assets shall first be paid, applied and distributed in satisfaction of all liabilities of the Venture to third parties, and then to the Participants in proportion to their respective Participating Interests.
Disposition of Assets on Termination. Promptly after termination for any reason other than pursuant to Section 6.4, unless otherwise agreed by the Participants, the Manager shall take all action necessary to wind up the activities of the Joint Venture, and all costs and expenses incurred in connection with the termination of the Joint Venture shall be expenses chargeable to the Joint Venture.