Exclusive Causes Sample Clauses
The "exclusive causes" clause defines specific events or circumstances that are solely responsible for triggering certain rights, obligations, or consequences under the contract. In practice, this clause limits the scope of liability or responsibility to only those causes explicitly listed, such as natural disasters, government actions, or other enumerated events, and excludes all other potential causes. By clearly identifying which causes are covered, the clause helps prevent disputes over responsibility and ensures that parties are only held accountable for risks they have expressly agreed to manage.
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Exclusive Causes. 17 7.3 Liquidation...................................................... 17 7.4 No Capital Contribution Upon Dissolution......................... 17 7.5
Exclusive Causes. The following and only the following events shall cause the Partnership to be dissolved, liquidated and terminated:
(a) The unanimous election of the Partners;
(b) The occurrence of an event of withdrawal of the General Partner; provided, however, the events set forth at Sections 17-402(a)(4) and (5) of the Act shall not constitute events of withdrawal of the General Partner and upon the occurrence of any such event the General Partner shall not cease to be general partner of the Partnership and the Partnership shall continue without dissolution; and
(c) Dissolution of the Partnership by law, including pursuant to a decree of judicial dissolution under Section 17-802 of the Act.
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) the unanimous consent of the Members;
(b) entry of a decree of judicial dissolution of the Company under Section 304-C:51 of the Act; and
(c) the sale of all or substantially all of the assets of the Company. The bankruptcy or dissolution of a Member, or the occurrence of any other event that terminates the continued membership of a Member in the Company, shall not cause a dissolution of the Company.
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated (each a "Liquidating Event"), unless otherwise set forth in this Agreement:
(a) (b) * (c) *
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Partnership to be dissolved, liquidated, and terminated:
(a) the sale of all or substantially all of the assets of the Partnership;
(b) by the election of the General Partner; or
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) the occurrence of the sale or other disposition of all or substantially all of the assets of the Company or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Company;
(b) the decisions of Members by an Applicable Approval Level;
(c) judicial dissolution; or
(d) at any time there are no Members of the Company unless the business of the Company is continued in accordance with the Act. Any purported dissolution of the Company other than as provided in this Section 9.2 shall be in contravention of this Agreement.
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) The written agreement of the Board or all Members;
(b) The Transfer of all or substantially all of the Company Assets and the receipt of all consideration therefor, except that if non-monetary consideration is received upon such disposition the Company shall not be dissolved pursuant to this clause until such consideration is converted into money or money equivalent;
(c) Judicial dissolution; or
(d) At any time that there are no Members, unless the business of the Company is continued in accordance with the Act. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 8.2 shall be a dissolution in contravention of this Agreement.
Exclusive Causes. The following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) A determination be the Manager to dissolve the Company;
(b) The Incapacity of the sole remaining Member; or
(c) A judicial dissolution. Any dissolution of the Company other than as provided in this Section 9.2 shall be a dissolution in contravention of this Agreement.
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) By the election of the Managing Members and the written consent of a Majority in Interest;
(b) The occurrence of a Terminating Capital Transaction;
(c) The Incapacity of any Managing Members (or, if no Managing Member exists, of any Member), unless a Majority of Remaining Members votes to continue the Company within ninety (90) days following the occurrence of any such Incapacity, provided that, the provisions of this Section 9.2(c) shall cease to apply upon a written determination by the Members, based on the issuance of new final Regulations pursuant to Section 7701 of the Code or other changes in federal tax law and corresponding changes in applicable state tax laws or regulations (to the extent that such changes do not automatically follow the changes in federal tax law), to the effect that such provisions are no longer necessary to cause the Company to be treated as a partnership for federal and applicable state income tax purposes; or
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) the election of all of the Members;
(b) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act;
(c) any Member's election, if the Company ceases operation for more than six (6) months unless due to Force Majeure (as defined in the Supply Agreement dated as of the date hereof between Photronics and Micron);
(d) Photronics' election following a material breach of this Agreement or any other material provision of any of the Transaction Documents by Micron and, if the material breach is capable of cure, such material breach continues uncured for a period (i) specified in such Transaction Document or (ii) of ninety (90) days of a written notice from Micron to Photronics of such material breach if no cure period is specified in such Transaction Document; provided that if the breach in the case of (ii) is capable of being cured and the breaching party has worked diligently and in good faith since the receipt of the notice to cure such breach, but has not cured the breach during the allotted time, the cure period will be extended for an additional thirty (30) days;
(e) Micron's election following a material breach of this Agreement or any other material provision of any of the Transaction Documents by Photronics; and, if the material breach is capable of cure, such material breach continues uncured for a period (i) specified in such Transaction Document or (ii) of ninety (90) days of a written notice from Micron to Photronics of such material breach if no cure period is specified in such Transaction Document; provided that if the breach in the case of (ii) is capable of being cured and the breaching party has worked diligently and in good faith since the receipt of the notice to cure such breach, but has not cured the breach during the allotted time, the cure period will be extended for an additional thirty (30) days; **** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission.
(f) either Member's election upon at least [****] notice prior to (i) the ten-year anniversary of this Agreement or (ii) the last date of each successive five-year period following the ten-year anniversary of this Agreement, such termination to be effective upon such ten-year anniversary or the las...