Dissolution of Company. The Company shall be dissolved and its affairs wound up upon the happening of any of the following events: (a) The written agreement of all of the Members to dissolve the Company; (b) The occurrence of any event that makes it unlawful, impossible or impractical to carry on the Business for a period of more than six (6) months; (c) Entry of a judicial decree of dissolution pursuant to Section 18-802 of the Act; (d) The sale of all or substantially all of the Company’s assets unless such sale involves any deferred payment of the consideration for the sale, in which case the Company shall not dissolve until the last day of the calendar year during which the Company receives the balance of the deferred payment; or (e) At the time there are no Members unless the Company is continued without dissolution in accordance with the Act.
Appears in 4 contracts
Sources: Membership Interest Agreement, Limited Liability Company Operating Agreement (Carey Watermark Investors Inc), Limited Liability Company Operating Agreement (Carey Watermark Investors Inc)
Dissolution of Company. The Company shall be dissolved and its affairs wound up upon the happening of any of the following events:
(a) The written agreement of all of the Members to dissolve the Company;
(b) The occurrence of any event that makes it unlawful, impossible or impractical to carry on the Business for a period of more than six (6) months;
(c) Entry of a judicial decree of dissolution pursuant to Section 18-802 17351 of the Act;; or
(d) The sale of all or substantially all of the Company’s assets unless such sale involves any deferred payment of the consideration for the sale, in which case the Company shall not dissolve until the last day of the calendar year during which the Company receives the balance of the deferred payment; or
(e) At the time there are no Members unless the Company is continued without dissolution in accordance with the Act.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Carey Watermark Investors Inc)
Dissolution of Company. The Company shall be dissolved and its affairs wound up upon the happening of any of the following events:
(a) The written agreement of all of the Members to dissolve the Company;
(b) The occurrence of any event that makes it unlawful, impossible or impractical to carry on the Business for a period of more than six (6) consecutive months;
(c) Entry of a judicial decree of dissolution pursuant to Section 18-802 of the Act;
(d) The sale of all or substantially all of the Company’s assets unless such sale involves any deferred payment of the consideration for the sale, in which case the Company shall not dissolve until the last day of the calendar year during which the Company receives the balance of the deferred payment; or
(e) At the time there are no Members unless the Company is continued without dissolution in accordance with the Act.
Appears in 1 contract
Sources: Membership Interest Agreement (Carey Watermark Investors Inc)