Common use of Causes of Dissolution Clause in Contracts

Causes of Dissolution. The Partnership shall be dissolved upon the first to occur of the following: (a) December 31, 2059; (b) the withdrawal, Incapacity or Bankruptcy of the General Partner or the occurrence of any other event which causes the General Partner to cease to be a general partner of the Partnership under the Act, unless the Partnership is continued in accordance with the Act; (c) the sale or other disposition of all of the Partnership Assets, or the dissolution and liquidation of the Parent in accordance with the Parent LP Agreement; (d) the decree of the dissolution of the Partnership by a court of competent jurisdiction; and (e) at any time there are no limited partners of the Partnership; provided, that the Partnership would not be dissolved as a result of the foregoing if the General Partner determines that it is in the best interests of the Partnership or the Partners to continue the Partnership’s existence (to the extent permissible under the Act). To the fullest extent permitted by law, the Partners agree that no act, thing, occurrence, event or circumstance shall cause or result in the dissolution or termination of the Partnership except as provided above in this Section 10.1.

Appears in 3 contracts

Sources: Limited Partnership Agreement (Bumble Bee Capital Corp.), Limited Partnership Agreement (Bumble Bee Capital Corp.), Limited Partnership Agreement (Bumble Bee Capital Corp.)

Causes of Dissolution. The Partnership shall be dissolved upon the first to occur of the following: (a) December 31, 2059; (b) the withdrawal, Incapacity or Bankruptcy of the General Partner or the occurrence of any other event which causes the General Partner to cease to be a general partner of the Partnership under the Act, unless the Partnership is continued in accordance with the Act; (c) the sale or other disposition of all of the Partnership Assets, or the dissolution and liquidation of the Parent in accordance with the Parent LP Agreement; (d) the decree of the dissolution of the Partnership by a court of competent jurisdiction; and (e) at any time there are no limited partners of the Partnership; provided, that the Partnership would not be dissolved as a result of the foregoing if the General Partner determines that it is in the best interests of the Partnership or the Partners to continue the Partnership’s existence (to the extent permissible under the Act). To the fullest extent permitted by law, the Partners agree that no act, thing, occurrence, event or circumstance shall cause or result in the dissolution or termination of the Partnership except as provided above in this Section 10.1.

Appears in 1 contract

Sources: Limited Partnership Agreement (Bumble Bee Capital Corp.)

Causes of Dissolution. The Partnership shall be dissolved upon the first to occur of the following: (a) December 31, 20592050; (b) the withdrawal, Incapacity or Bankruptcy of the General Partner or the occurrence of any other event which causes the General Partner to cease to be a general partner member of the Partnership under the Act, unless the Partnership is continued in accordance with the Act; (c) the sale or other disposition of all of the Partnership Assets, or the dissolution and liquidation of the Parent in accordance with the Parent LP Agreement; (d) the entry of a decree of the judicial dissolution of the Partnership by a court of competent jurisdictionjurisdiction under Section 17-802 of the Act; and (e) at any time there are no limited partners the termination of the Partnership; provided, that the Partnership would not be dissolved as a result legal existence of the foregoing if the General Partner determines that it is in the best interests last remaining member of the Partnership or the Partners to continue occurrence of any other event which terminates the Partnership’s existence (to continued membership in the extent permissible under Partnership of the last remaining member of the Partnership unless the Partnership is continued without dissolution in a manner permitted by the Act). To the fullest extent permitted by law, the Partners agree that no act, thing, occurrence, event or circumstance shall cause or result in the dissolution or termination of the Partnership except as provided above in this Section 10.19.1.

Appears in 1 contract

Sources: Limited Partnership Agreement (American Seafoods Corp)