Dissolution of the LLC Clause Samples
The "Dissolution of the LLC" clause outlines the conditions and procedures under which a limited liability company may be formally ended. It typically specifies triggering events such as a unanimous member vote, expiration of a set term, or occurrence of certain legal or financial circumstances. The clause also details the steps for winding up the company's affairs, including settling debts and distributing remaining assets among members. Its core function is to provide a clear, orderly process for closing the LLC, thereby minimizing disputes and ensuring compliance with legal requirements.
Dissolution of the LLC. Medicis shall dissolve the LLC within eight (8) months of the Closing Date and shall not use the name Exorex in connection with any of its Affiliates or any Products sold by Medicis or its Affiliates. Medicis shall not infringe or seek to infringe on the Exorex Trademark pursuant to applicable United States law.
Dissolution of the LLC. As soon as practicable, but in no event later than ninety (90) days after the First Tranche Closing, the Company shall dissolve the LLC, and assign, transfer, or distribute any assets or property listed on Schedule 2.17 of the Schedule of Exceptions, including Intellectual Property listed on Schedule 2.26 of the Schedule of Exceptions, to the Company.
Dissolution of the LLC. After the Closing of the sale described in this Purchase Agreement, the Investor contemplates, in conformance with Delaware law, (i) dissolving, but is not required to dissolve, the LLC, and (ii) distributing all of the LLC's assets and liabilities to itself. Prior to taking any such actions, the Investor shall agree to be bound by, and shall become a party to, the ALL Shareholders' Agreement.
Dissolution of the LLC. (a) The LLC shall not be dissolved by the admission of Members in accordance with the terms of this Agreement. The death, withdrawal, bankruptcy or dissolution of a Non-Managing Member, or the occurrence of any other event which terminates the Interest of a Non-Managing Member in the LLC, shall not, in and of itself, cause the LLC to be dissolved and its affairs wound up. To the fullest extent permitted by applicable law, upon the occurrence of any such event, the Managing Member may, without any further act, vote on approval of any Member, admit any Person to the LLC as an additional or substitute Non-Managing Member in the LLC, which admission shall be effective as of the date of the occurrence of such event, and the business of the LLC shall be continued without dissolution.
(b) The LLC shall be dissolved and its affairs shall be wound up upon the earliest to occur of any of the following events:
(i) upon the bankruptcy or insolvency of the Managing Member;
(ii) upon the assignment by the Managing Member of its entire interest in the LLC when the assignee is not admitted to the LLC as a managing member of the LLC in accordance with this Agreement or the filing of a certificate of dissolution or its equivalent with respect to the Managing Member, or the revocation of the Managing Member’s charter and the expiration of 90 days after the date of notice to the Managing Member of revocation without a reinstatement of its charter, or if any other event occurs that causes the Managing Member to cease to be a managing member of the LLC under the LLC Act, unless the business of the LLC is continued in accordance with the LLC Act;
(iii) the entry of a decree of judicial dissolution under the Act;
(iv) the LLC has redeemed or otherwise purchased all of the Preferred Securities;
(v) the written consent of all Members;
(vi) upon the election of the Managing Member, following the occurrence and continuation of a Special Event;
(vii) upon written direction of the Special Representative pursuant to Section 6.3; or
(viii) the stated maturity of the Preferred Securities on August 19, 2065.
Dissolution of the LLC