Dissolving Entities Clause Samples

The "Dissolving Entities" clause outlines the procedures and requirements for formally ending the existence of a legal entity, such as a corporation or partnership. It typically specifies the steps that must be taken to wind up the entity’s affairs, including settling debts, distributing remaining assets, and filing necessary documents with regulatory authorities. This clause ensures that the dissolution process is orderly and compliant with applicable laws, thereby preventing disputes among stakeholders and clarifying the responsibilities involved in closing down the entity.
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Dissolving Entities. Except as set forth in the immediately following sentence, promptly upon the dissolution of each of Switch & Data WA One LLC, Switch and Data CA Nine LLC, and Switch and Data NJ Two LLC (collectively, the “Dissolving Entities”), and in any event no later than nine (9) months after the Closing Date (or such later date as may be agreed to by the Administrative Agent in its sole discretion), provide the Administrative Agent with evidence of the dissolution of each such Dissolving Entity, which evidence shall be in form and substance reasonably satisfactory to the Administrative Agent. If any of the Dissolving Entities is not dissolved or if the Grantors fail to provide the Administrative Agent with satisfactory evidence of dissolution for any Dissolving Entity, in each case within such nine (9) month period (or such longer period as may be agreed to by the Administrative Agent in its sole discretion), the Grantors shall promptly pledge their Equity Interests in each such Dissolving Entity and provide a supplemented Schedule I identifying each such entity as a “Pledged Domestic Subsidiary” hereunder.
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Dissolving Entities. The Dissolving Entities do not (i) own any assets, (ii) have any liabilities, or (iii) engage in any business activity.
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Dissolving Entities. Notwithstanding anything to the contrary contained in this Agreement, the Dissolving Entities shall be permitted to dissolve at any time after the Effective Date and shall not be required to enter into any of the Credit Documents, so long as on the Effective Date and thereafter neither Dissolving Entity maintains any assets (other than contracts which are not transferable or assignable by their terms), or acquires any assets or liabilities except, in each case, in connection with, and directly related to, the dissolution of such Dissolving Entities.
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Dissolving Entities. 185 SECTION 14. Canadian Parent Guaranty................................................................... 185
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Dissolving Entities. Borrower shall cause each Dissolving Entity to dissolve and be fully wound-up within sixty (60) days of the Seventh Amendment Effective Date. Borrower shall promptly provide Agent with written evidence of such dissolution.
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Related to Dissolving Entities

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Dissolution of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Winding Up of the Company (a) The Managing Member shall promptly notify the other Members of any Dissolution Event. Upon dissolution, the Company’s business shall be liquidated in an orderly manner. The Managing Member shall appoint a liquidating trustee to wind up the affairs of the Company pursuant to this Agreement. In performing its duties, the liquidating trustee is authorized to sell, distribute, exchange or otherwise dispose of the assets of the Company in accordance with the Delaware Act and in any reasonable manner that the liquidating trustee shall determine to be in the best interest of the Members. (b) The proceeds of the liquidation of the Company shall be distributed in the following order and priority: (i) first, to the creditors (including any Members or their respective Affiliates that are creditors) of the Company in satisfaction of all of the Company’s liabilities (whether by payment or by making reasonable provision for payment thereof, including the setting up of any reserves which are, in the judgment of the liquidating trustee, reasonably necessary therefor); and (ii) second, to the Members in the same manner as distributions under Section 5.03(b).

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.