Common use of Dissolution and Termination Clause in Contracts

Dissolution and Termination. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event that terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; (iii) the entry of a decree of judicial dissolution under § 6.02 of the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article 10), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. (a) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 12.2. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Dissolution and Termination. The (a) Subject to Section 9(j), and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event that which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act; Act or (iiiii) the entry of a decree of judicial dissolution under § 6.02 Section 18-802 of the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article 10)Company, to the fullest extent permitted by law, the personal representative of such member Member is hereby authorized to, and shall, within ninety (90) 90 days after the occurrence of the event that terminated the continued membership of such member Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member the last remaining Member in the Company. (ab) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause such the Member or the Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. (bc) Notwithstanding any other provision of this Agreement, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or the Special Member, or the occurrence of an event that causes the Member or the Special Member to cease to be a member of the Company. (d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 12.218-804 of the Act. (ce) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all Obligations of the Company), shall have been distributed to the Members Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Dissolution and Termination. (a) The Company shall be dissolved, dissolved and its affairs this Agreement shall be wound up terminate upon the first to occur of the following: following events: (i) the unanimous decision of all Members to dissolve the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; Company; (ii) the date the Company is dissolved by operation of law or judicial decree; (iii) a termination notice by ASFI pursuant to Section 3.9(f); (iv) upon a breach by ASFI or PLF of the legal existence any material representation, warranty, covenant or agreement made by it hereunder or otherwise; or if either ASFI or PLF fails to perform any of the last remaining member its material obligations hereunder; unless, in either event, such breach or failure is cured within thirty (30) days or within such further period as may be reasonably necessary to cure such breach in good faith after delivery of written notice thereof from the Company or the occurrence of other Member; (v) either any other event that terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement Asta Parties or the Act; PLF Parties: (iiiA) the entry of a decree of judicial dissolution under § 6.02 of the Actengages in any criminal conduct or fraud; or (ivB) becomes insolvent, admits in writing its inability to pay debts as they mature, institutes or has instituted against it any bankruptcy, reorganization, debt arrangement, assignment for the filing by the Secretary benefit of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10creditors, or other proceeding under any bankruptcy or insolvency law or dissolution, receivership, or liquidation proceeding (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article 10)and, to the fullest extent permitted by lawif such proceeding is instituted against it, the personal representative of such member proceeding is hereby authorized to, and shall, not dismissed within ninety (90) days after in accordance with Section ninety days (90)); (vi) by either Member upon (30) days prior written notice to the occurrence other Member if there is a change in Laws which materially and adversely limits the conduct of the event that terminated the continued membership Business (a “Change of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company.Law Event”); (avii) Notwithstanding any other provision by ASFI pursuant to Section 1.10; (viii) upon the death of this Agreementboth ▇▇▇▇▇▇▇▇▇▇ and Khanas; (ix) by either Member, the Bankruptcy if funding of all Loans is suspended by ASFI under Paragraph 1.11(a) for more than thirty (30) consecutive days; (b) Unless otherwise expressly set forth herein, resignation or expulsion of a Member shall not cause such Member to cease to be a member the dissolution of the Company Company, and upon the occurrence of such an event, the Company shall continue without dissolutioneffect. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 12.2. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Dissolution and Termination. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) so long as the Obligation is no longer outstanding, the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event that terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; (iii) the entry of a decree of judicial dissolution under § 6.02 of the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article 10IO), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. (a) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 12.2. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Dissolution and Termination. (a) The Company shall be dissolved, and its affairs shall be wound up dissolved only upon the first to occur occurrence of any of the following: : (i) the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest dissolution of the Company pursuant to dissolve; Section 11.1; (ii) the termination sale or other disposition of the legal existence of the last remaining member all or substantially all of the Company or Assets and receipt of the occurrence final payment of any other installment obligation received as a result of any such sale or disposition; (iii) the unanimous written consent of all Class A Members and Class A Preferred Members; (iv) any event that terminates which makes it unlawful for the Company’s business to be continued membership unless, no later than thirty (30) days following such event, Members owning all of the last remaining member Class A Shares and Class A Preferred Shares unanimously determine not to dissolve the Company; (v) the issuance of a decree by any court of competent jurisdiction that the Company be dissolved and liquidated; or (vi) at any time that there are no Members of the Company in the Company Company, unless the Company is continued without dissolution in a manner permitted by this Agreement or accordance with the Act; (iii) the entry of a decree of judicial dissolution under § 6.02 of the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article 10), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. (a) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and upon the occurrence of such an eventdissolution, the Company shall continue without dissolutionwind-up its affairs and shall be liquidated and a certificate of cancellation of the Company’s Certificate of Formation, as required by law, shall be filed. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale dissolution of the assets of the Company in an orderly manner)Company, and the assets of the Company its business activities shall be applied in wound up, any amounts due from the mannerMembers shall be collected, its debts and in the order of priorityliabilities shall be satisfied and its remaining assets, if any, shall be distributed as set forth in Section 12.2. (c12.2 below. Dissolution shall be effective on the date of the occurrence of an event set forth in Section 12.1(a) The but the Company shall not terminate when (i) until all of the assets Company Assets have been liquidated and the proceeds distributed in accordance with the provisions of this Article XII. Notwithstanding the dissolution of the Company, after payment of or due provision for all debts, liabilities and obligations prior to the termination of the CompanyCompany as aforesaid, the business of the Company and the affairs of the Members as such, shall have been distributed continue to the Members in the manner provided for in be governed by this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the ActAgreement.

Dissolution and Termination. The (a) Subject to Section 9(j), and the following sentence, the Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event that which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued without dissolution in a manner permitted by this Agreement or the Act; Act or (iiiii) the entry of a decree of judicial dissolution of the Company under § 6.02 Section 18-802 of the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest limited liability company interest in the Company and the admission of the transferee pursuant to Article 10Sections 21 and 23, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article 10Sections 22 and 23), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within ninety (90) 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. (ab) Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or a Special Member shall not cause such the Member or the Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such an event, the business of the Company shall continue without dissolution. (bc) Notwithstanding any other provision of this Agreement, each of the Member and the Special Member waives any right it might have to agree in writing to dissolve the Company upon the Bankruptcy of the Member or the Special Member, or the occurrence of an event that causes the Member or the Special Member to cease to be a member of the Company. (d) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 12.218-804 of the Act. (ce) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company (including all Obligations of the Company), shall have been distributed to the Members Member in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Dissolution and Termination. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; (ii) the termination of the legal existence of the last remaining member of the Company Member or the occurrence of any other event that terminates the continued membership of the last remaining member of the Company Member in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; (iii) the entry of a decree of judicial dissolution under § 6.02 of the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company Member (other than upon continuation of the Company without dissolution upon (i) an assignment by the last remaining Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the last remaining Member and the admission of an additional member of the Company pursuant to Article 10), to the fullest extent permitted by law, the personal representative of such member Member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the CompanyMember, effective as of the occurrence of the event that terminated the continued membership of such member Member in the Company. (a) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company Member and upon the occurrence of such an event, the Company shall continue without dissolution. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 12.2. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.

Dissolution and Termination. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; (ii) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event that terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; (iii) the entry of a decree of judicial dissolution under § 6.02 of the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes the Member to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the Member and the admission of an additional member of the Company pursuant to Article 10I0), to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. (a) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause such Member to cease to be a member of the Company and upon the occurrence of such an event, the Company shall continue without dissolution. (b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 12.2. (c) The Company shall terminate when (i) all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Agreement and (ii) the Certificate of Formation shall have been canceled in the manner required by the Act.