DISSOLUTION AND WINDING-UP OF PARTNERSHIP Clause Samples

The 'Dissolution and Winding-Up of Partnership' clause outlines the procedures and conditions under which a partnership may be formally ended and its affairs settled. It typically specifies the events that can trigger dissolution, such as mutual agreement, expiration of a term, or occurrence of a specified event, and details the steps for liquidating assets, paying off debts, and distributing any remaining assets among the partners. This clause ensures an orderly and fair process for closing the partnership, minimizing disputes and clarifying each partner’s rights and obligations during the winding-up phase.
DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur: A. The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; B. The expiration of the term of the Partnership; C. The sale, transfer, or other disposition of all of the assets of the Partnership; or D. Any other event which must, by law, cause a dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: A. Cause the cancellation of the Certificate of Limited Partnership; B. Take full account of the Partnership’s assets and liabilities; C. Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and D. Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order: 1. First, to the payment and discharge of all of the Partnership’s debts and liabilities to persons or entities other than Partners and the expenses of liquidation; 2. Second, to the payment and discharge of any loans and advances made by former Partners who withdrew or were removed prior to the occurrence of the event specified in Section 12.1 of this Agreement; 3. Third, to the payment and discharge of any loans and advances made by Partners to the Partnership; 4. Fourth, to the payment of the Partners’ income accounts (exclusive of any income attributable to the sale of the Property), in the following order: (a) to the Limited Partner pursuant to Section 6.1(A); and (b) to the Partners pursuant to Section 6.1(B). 5. Fifth, to the payment of the capital accounts of the Partners, in the following order: (a) to the Limited Partner to the extent of the balances in its capital account; and (b) the balance, if any, to be divided amongst the Partners based upon each Partner’s proportionate share of interest in the Partnership. 12.3 Notwithstanding the provisions of Section 12.2,...
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 13.1 The Partnership shall be dissolved upon the first of any of the following events to occur: (A) The resignation, withdrawal, removal, retirement, death, or insanity of a General Partner or the legal termination of a General Partner which is not a natural person; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of any General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by any General Partner; provided, however, that the business of the Partnership may be continued pursuant to Article 13.2; (B) The vote to dissolve the partnership by Limited Partners owning at least seventy-five percent (75%) in interest of the Partnership and delivery of written notice signed by such Limited Partners to the General Partner within any ninety (90) day period; (C) The expiration of the term of the Partnership; (D) The sale, transfer, or other disposition of all of the assets of the Partnership; or (E) Any other event which must, by law, cause a dissolution of a limited partnership. 13.2 Upon a dissolution of the Partnership pursuant to Article 13.1, one or more of the Partners shall, promptly after such dissolution, give notification thereof to the other Partners and shall call for a vote of the Partners whether to continue the business of the Partnership or to wind up the Partnership pursuant to Article 13.3 of this Agreement. (A) If a remaining General Partner plus Limited Partners owning fifty-one percent (51%) of the Limited Partners’ interest in the Partnership affirmatively elect to continue the business of the Partnership, then the business of the Partnership shall be continued pursuant to the powers contained herein. (B) If there is no General Partner remaining upon dissolution, then, upon the affirmative unanimous vote of all duly admitted Limited Partners, the Partnership shall be reconstituted as a new Partnership on the same terms and conditions hereof, and the business of the Partnership shall be continued, and a substitute General Partner shall be elected. Such election shall be accomplished in the following manner: Any one or more of the Limited Partners shall promptly nominate a person or entity for election as a substitute General Partner. Such nominee shall become a General Partner upon his or its acceptance and upon the written consent or affirmative vote of Limited Partners owning one hundred percent (100%) of the Units then outstanding. In the event that such nominee is not ele...
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 30 Section 10.1 Dissolution.................................. 30 Section 10.2
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur (a) The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; (b) The expiration of the term of the Partnership; (c) The sale, transfer, or other disposition of all of the assets of the Partnership; or (d) Any other event which by law causes the dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: (a) Cause the cancellation of the Certificate of Limited Partnership; (b) Take full account of the Partnership’s assets and liabilities; (c) Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and (d) Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order:
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP 
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  • 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 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.

  • Dissolution of Company The Company shall, subject to the SEC’s‌ approval, dissolve and its assets and business shall be wound up upon the occurrence of any of the following events: (a) unanimous written consent of the Participants to dissolve the Company; (b) an event that makes it unlawful or impossible for the Company business to be continued; (c) the termination of one or more Participants such that there is only one remaining Participant; or (d) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.