DISSOLUTION AND TERMINATION 100 Sample Clauses

DISSOLUTION AND TERMINATION 100. 11.1. Events Causing Dissolution 100 11.2. Cash Distributions Upon Dissolution; Procedures 100 11.3. Certificate of Cancellation.. 101 ARTICLE 12 ACCOUNTING, BANK ACCOUNTS, BOOKS, RECORDS AND REPORTS 101 12.1. Fiscal Year and Accounting Method 101 12.2. Books and Records 101 12.3. Financial Reports 102 12.4. Tax Returns, Elections and Tax Matters Member 102 12.5. Bank Accounts 102 ARTICLE 13 REPRESENTATIONS AND WARRANTIES 102 13.1. Representations and Warranties of the Coach Member 102 13.2. Representations and Warranties of the Fund Member 104 ARTICLE 14 MISCELLANEOUS 105 14.1. Title to Assets; Certain Waivers 105 14.2. Nature of Interest in the Company 106 14.3. Waiver of Default 106 14.4. Amendment 106 14.5. No Third Party Rights 106 14.6. Severability 106 14.7. Binding Agreement 106 14.8. Headings; Exhibits; Schedules 107 14.9. Governing Law 107 14.10. Jurisdiction; Waiver of Trial by Jury 107 14.11. Notices 108 14.12. Counterparts 109 14.13. Further Assurances 110 14.14. Rights Upon Withholding of Consent 110 14.15. Brokerage 110 14.16. Non-Recourse; Exculpation 110 14.17. Fiduciary Duty. 110 14.18. Confidentiality 111 14.19. Prevailing Party Entitled to Fees and Costs 112 14.20. Partition 112 14.21. Survival 112 Exhibits: Exhibit A Legal Description Exhibit B Office Unit Competitors Exhibit C-1 Form of Declaration Exhibit C-2 Form of By-laws Exhibit D MTA Project Documents Exhibit E-1 Mezzanine Loan Documents Exhibit E-2 Mortgage Loan Documents Exhibit F Permitted Encumbrances Exhibit G Retail Premises Competitors Exhibit H Form of Coach Unit Deed Exhibit I Form of FIRPTA Certification Exhibit J Form of Coach Release Exhibit K Form of Redemption/Amendment Exhibit L Form of Punch List Escrow Agreement Exhibit M Form of Right of First Negotiation Agreement Exhibit N Form of Option Agreement Exhibit O-1 Severed Parcel Plan Exhibit O-2 Temporary Aesthetic Treatment Plan Exhibit P Arbiters Exhibit Q Approved Replacement Developers Schedules: Schedule 1 Initial Percentage Interests Schedule 2 Initial Capital Contributions Schedule 3 Member Representatives Schedule 4 Construction Loan Statement of Sources and Uses Schedule 5 Schedule of Pre-Development Costs and Project Costs THIS LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended from time to time, this “Agreement”) of LEGACY YARDS LLC (the “Company”) is made and entered into as of the 10th day of April, 2013, by and between PODIUM FUND TOWER C SPV LLC, a Delaware limited liability company (to...
View Source

Related to DISSOLUTION AND TERMINATION 100

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

  • Dissolution and Termination of Trust (a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 9.4. (b) Notwithstanding anything in Section 9.5 to the contrary, the Trustees may without Shareholder approval (unless such approval is required by the 1940 Act) in dissolution of the Trust or any Class, liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable law, including, without limitation, (i) sell and convey all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series thereof; or (ii) at any time sell and convert into money all of the assets of the Trust or any Class. Following a sale or conversion in accordance with the foregoing sub-Section 9.4(b)(i) or (ii), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets allocated to that Class over the liabilities allocated to such Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust (in the case of a sale or conversion with respect to the Trust) or any affected Class shall terminate and the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.