Dissolution Documents Clause Samples

The Dissolution Documents clause outlines the requirements and procedures for preparing, executing, and filing the necessary paperwork to formally dissolve a business entity. In practice, this clause specifies which party is responsible for drafting the dissolution documents, the timeline for their completion, and any approvals or signatures needed from stakeholders. Its core function is to ensure that the dissolution process is handled in an orderly and legally compliant manner, thereby preventing disputes or delays related to the winding up of the business.
Dissolution Documents. Evidence of dissolution of the Subsidiaries listed on Section 1.8(a)(viii) of the Disclosure Schedule; and
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Dissolution Documents. (i) As soon as possible following dissolution, a representative designated by the Members, shall execute and file a Statement of Intent to Dissolve in such form as shall be prescribed by the Wyoming Secretary of State. In addition, such appropriate representative shall execute and file such documents in other jurisdictions which may be required in connection with the dissolution of the Company. (ii) Upon completion of the winding up, liquidation, and distribution of the assets as described in Paragraph 9.2(a) above, the Company shall be deemed terminated. Furthermore, when all debts, liabilities, and obligations have been paid and discharged or adequate provisions have been made therefor and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed in duplicate, verified by the persons signing the Articles, and filed with the Wyoming Secretary of State. The Articles of Dissolution shall be in the form required by the Act. (iii) Upon the issuance of the Certificate of Dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate actions as provided in the Act.
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Dissolution Documents. Upon the dissolution and the commencement of winding up of the Company, the Manager shall have the authority to execute and file Articles of Dissolution of the Company as well as any and all other documents required to effectuate the dissolution and termination of the Company.
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Dissolution Documents. 9.2.3.1 As soon as possible following dissolution, the Members or an appropriate representative designated by the Members, shall execute and file a Statement of Intent to Dissolve in such form as shall be prescribed by the Colorado Secretary of State. In addition, the Members or such appropriate representative shall execute and file such documents in other jurisdictions, which may be required in connection with the dissolution of the Company. 9.2.3.2 Upon completion of the winding up, liquidation, and distribution of the assets as described in Paragraph 9.2.1 above, the Company shall be deemed terminated. Furthermore, when all debts, liabilities, and obligations have been paid and discharged, or adequate provisions have been made therefore and all of the remaining property and assets have been distributed to the Members, Articles of Dissolution shall be executed in duplicate, verified by the persons signing the Articles, and filed with the Colorado Secretary of State. The Articles of Dissolution shall be in the form required by the Act. 9.2.3.3 Upon the issuance of the Certificate of Dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate actions as provided in the Act.
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Dissolution Documents. (a) Upon completion of the winding up, liquidation and distribution of the assets as described above, the Company shall be deemed terminated. Furthermore, when all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the Company’s remaining property and assets have been distributed to the Member, a certificate of dissolution (the “Certificate of Dissolution”) shall be executed, verified by the persons signing the certificate and filed by the Management Board, or, if no member of the Management Board shall then be serving, an appropriate representative designated by the Member, with the Delaware Secretary of State. The Certificate of Dissolution shall be in the form required by the Act. The Management Board or such representative shall execute and file, in a timely manner, any other documents in any other jurisdictions which may be required in connection with the dissolution of the Company. (b) Upon the issuance of the Certificate of Dissolution, the existence of the Company shall cease, except for any purposes as provided for in the Act.
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Dissolution Documents. Upon completion of the winding up, liquidation and distribution of the assets as described in Section 8.2(b) hereof, the Company shall be deemed terminated. Furthermore, when all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefor and all of the Company’s remaining Property and assets have been distributed to the Members, the certificate of cancellation shall be executed, verified by the persons signing the certificate and filed by the Manager, or, if no Manager shall then be serving, the Liquidator, with the Delaware Secretary of State. The certificate of cancellation shall be in the form required by the Act. The Manager or Liquidator, as the case may be, shall execute and file, in a timely manner, any other documents in any other jurisdictions which may be required in connection with the dissolution of the Company.
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Related to Dissolution Documents

  • Formation Documents With respect to the Issuing Entity, the Certificate of Trust and the Trust Agreement, (ii) with respect to the Grantor Trust, the Grantor Trust Certificate of Trust and the Grantor Trust Agreement, and (iii) with respect to the Depositor, the certificate of formation of the Depositor filed in Delaware, dated as of January 4, 2019 and the amended and restated limited liability company agreement of the Depositor, dated as of March 27, 2019, made by the Sponsor, as member.

  • Acquisition Documents (a) Borrowers and Guarantors have delivered, or caused to be delivered, to Agent, true, correct and complete copies of the Acquisition Documents. (b) The Acquisition Documents set forth the entire agreement and understanding of the parties thereto relating to the subject matter thereof, and there are no other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. (c) None of the Acquisition Documents have been amended or otherwise modified without the prior written consent of Agent. (d) The execution, delivery and performance of the Acquisition Documents have been duly authorized by all necessary action on the part of Parent and each of its Subsidiaries that is a party thereto and to the best of the knowledge of Borrowers and Guarantors, each other party thereto. Each of the Acquisition Documents is the legal, valid and binding obligation of the parties thereto, enforceable against such party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting creditors' rights generally. All actions taken by Parent and its Subsidiaries pursuant or in connection with the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong have been taken in compliance with the terms of the Acquisition Documents. (e) No party to any of the Acquisition Documents is in default with respect to any of its obligations under such Acquisition Documents in any material respect and all representations and warranties made by the parties thereto in the Acquisition Documents and in the certificates delivered in connection therewith are true and correct as of the date hereof, except as waived in writing with the approval of Agent. The reports, financial statements, certificates and other written information with respect to the purchase of the TUG Acquisition Assets and the Capital Stock of TUG NY, Clare, FMI Blocker, FMI Holdco and Sea Master Hong Kong in connection with the Acquisition Documents, furnished to Agent by Borrowers, taken as a whole (as modified or supplemented by other written information so furnished), do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which it was made, not misleading.

  • Amendments of Organization Documents Amend any of its Organization Documents in a manner materially adverse to the Lenders.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.