WINDING UP ASSISTANCE Sample Clauses

The WINDING UP ASSISTANCE clause outlines the obligations of one party to support the other in the event that the business or contractual relationship is being dissolved or terminated. In practice, this may involve providing necessary documents, transferring assets, or assisting with regulatory filings to ensure an orderly closure of operations. The core function of this clause is to facilitate a smooth and efficient winding up process, minimizing disputes and ensuring that all parties fulfill their responsibilities during the termination phase.
WINDING UP ASSISTANCE. 21 17 Financial Consequences of Termination.............................................22 18 Transfer Arrangements on Termination..............................................25
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WINDING UP ASSISTANCE. 16.1 [***]* prior to the Framework Expiry Date or on notice of termination of this Agreement at the request of BPA: 16.1.1 the parties will promptly meet and develop and agree the Winding Up Plan to provide an orderly transitioning of the Services provided under the Agreement to the Successor Operator(s), including, but not limited to, the orderly transitioning of support and maintenance in respect of Exult Systems and Future Systems; and 16.1.2 Exult Supplier shall co-operate fully with the Client, BPA and the Participating Affiliates to implement the Winding Up Plan, to minimise the cost and disruption of termination to the Client, BPA and the Participating Affiliates and to facilitate the orderly transitioning of the Services from Exult Supplier to Successor Operator in accordance with the provisions of this Agreement. 16.2 The Winding Up Plan is to cover the period up to [***]* from the earlier of (i) the Expiry Date; and (ii) the date of giving notice of termination of this Agreement. 16.3 In the event that the parties fail to agree the Winding Up Plan within [***]* of first meeting in accordance with Clause 16.1, the matter shall be referred to the informal Dispute Resolution Procedure pursuant to Clause 29.1, and, if necessary, to an Expert in accordance with Clause 29.2. The costs of such Expert shall be borne equally by the parties.
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WINDING UP ASSISTANCE. 17.1.1 The Client shall bear it's own costs and the reasonable charges and expenses of Exult Supplier (which shall be based on the Standard Rates) incurred in connection with the Winding Up Assistance, including the preparation and production of the Service Delivery Description, provided that, for the avoidance of doubt, this will not prevent the Client from seeking to recover damages in respect of any loss it suffers pursuant to any termination of this Agreement (i) as a result of Exult Supplier's Default, pursuant to Clause 14.1; or (ii) pursuant to Clause 14.3 on the termination of the Framework Agreement as a result of Exult's Default. 17.1.2 Exult Supplier shall invoice in respect of charges and expenses due pursuant to Clause 17.1.1 on a monthly basis and such invoices shall be paid within 30 days of receipt of an invoice in respect of such costs.
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WINDING UP ASSISTANCE. 17.1.1 The Client shall bear it's own costs and the reasonable charges and expenses of Exult Supplier (which shall be based on the Standard Rates) incurred in ---------- * Confidential treatment is requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
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WINDING UP ASSISTANCE. [***]* prior to the Framework Expiry Date or on notice of termination of this Agreement at the request of BPA:
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WINDING UP ASSISTANCE. The Client shall bear it's own costs and the reasonable charges and expenses of Exult Supplier (which shall be based on the Standard Rates) incurred in connection with the Winding Up Assistance, including the preparation and production of the Service Delivery Description, provided that, for the avoidance of doubt, this will not prevent the Client from seeking to recover damages in ---------- * Confidential treatment is requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 22 128 respect of any loss it suffers pursuant to any termination of this Agreement (i) as a result of Exult Supplier's Default, pursuant to Clause 14.1; or (ii) pursuant to Clause 14.3 on the termination of the Framework Agreement as a result of Exult's Default.
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WINDING UP ASSISTANCE. 17.1.1 The Client shall bear it's own costs and the reasonable charges and expenses of Exult Supplier (which shall be based on the Standard Rates) incurred in connection with the Winding Up Assistance, including the preparation and production of the Service Delivery Description, provided that, for the avoidance of doubt, this will not prevent the Client from seeking to recover damages in respect of any loss it suffers pursuant to any termination of this Agreement (i)
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Related to WINDING UP ASSISTANCE

  • Winding Up (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners. (ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs. (iii) The General Partner, or, if there is no remaining General Partner, any Person elected by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order: (A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners; (B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner; (C) Third, to the payment and discharge of all of the Partnership’s debts and liabilities to the other Partners; and (D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances after giving effect to all allocations in Exhibit B and all prior distributions under Section 5.1. (iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13. (v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation). (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation. (ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time. (iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt. (c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be: (A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or (B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

  • Winding Up and Distribution On the dissolution of the Company, the business and affairs of the Company shall be wound up in accordance with the applicable provisions by law.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and (iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, however, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner under the Delaware Act and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

  • Procedure for Winding Up and Dissolution If the Company is dissolved, the affairs of the Company shall be wound up. On winding up of the Company, the assets of the Company shall be distributed, first, to creditors of the Company in satisfaction of the liabilities of the Company, and then to the person(s) who is/are the Member(s) of the Company in proportion to the Member’s(s’) Interests.

  • Dissolution Winding Up and Termination Upon the occurrence of a Liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which it may deem necessary or desirable to wind up the Partnership’s affairs, having for such purpose all the powers referred to and provided for in Article 7 appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partners shall, by Majority Approval, designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership’s assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.