Common use of Dissolution Events Clause in Contracts

Dissolution Events. The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events: (a) The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee. (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue in effect until the expiration business of the Partnership without dissolution. The Partnership shall dissolve, and its term, unless it affairs shall be dissolved in wound up, upon the manner provided in Section 19 hereof due first to the happening occur of any of the following events:events (each a “Liquidating Event”): (i) an event of withdrawal of the General Partner, as defined in the Act (other than an event of Bankruptcy), unless, (a) The determination at the time of the occurrence of such event there is at least one (1) remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (b) within ninety (90) days after such event of withdrawal a Majority in Interest of the remaining Partners (or such greater Percentage Interest as may be required by the Act and determined in accordance with the Act) Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a substitute General Partner; (ii) an election to dissolve the Partnership made in writing by the General Partner, in its sole and absolute discretion, to dissolve ; (iii) the Partnership; provided, however, that except for the entry of a decree of judicial dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee. (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating pursuant to the Partnership to be a bankrupt, and the expiration without appeal provisions of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolventAct; (iv) files an application the sale or answer seeking other disposition of all or substantially all of the assets and properties of the Partnership for himself any reorganizationcash or for marketable securities, arrangement, composition, readjustment, liquidation, dissolution if such sale or similar relief under any statute, law or regulation;disposition results in the termination of the Partnership for federal income tax purposes; or (v) files an answer a final and nonappealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or other pleading admitting insolvent, or failing a final and nonappealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to contest or within ninety (90) days after of the material allegations entry of such order or judgment a Majority in Interest of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a petition date prior to the date of such order or application filed against him in any proceeding judgment, of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his propertiessubstitute General Partner. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The Partnership shall not be dissolved by the admission of Substituted Limited Partners or Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue in effect until the expiration business of the Partnership without dissolution. The Partnership shall dissolve, and its term, unless it affairs shall be dissolved in wound up, upon the manner provided in Section 19 hereof due first to the happening occur of any of the following events:events (each a “Liquidating Event”): (ai) The determination a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in its each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless, prior to the entry of such order or judgment, a Majority in Interest of the remaining Outside Limited Partners agree in writing, in their sole and absolute discretion, to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a successor General Partner; (ii) an election to dissolve the Partnership; provided, however, that except for Partnership made by the General Partner in its sole and absolute discretion; (iii) the entry of a decree of judicial dissolution as of the Partnership by a result court of insolvency competent jurisdiction pursuant to the provisions of the Act; (iv) the occurrence of any sale or bankruptcy other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the General Partner, sale or other disposition of all or substantially all of the General Partner will not voluntarily dissolve assets of the Partnership without the Residual Interest have first been acquired by the General Partner or its designee.Partnership; or (bv) The disposition by the Partnership of all of its assets and property, unless such sale incapacity or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution withdrawal of the General Partner, unless at all of the time of such resignation or dissolution there shall be one or more other General remaining Partners who are members in their sole and absolute discretion agree in writing to continue the business of the Partnership or who are simultaneously with, or have been prior to, such event, admitted and to the Partnership; (d) The entry appointment, effective as of a final judgmentdate prior to the date of such incapacity, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The substitute General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The Partnership shall continue in effect until the expiration of its term, unless it There shall be dissolved in a dissolution of the manner provided in Section 19 hereof due Partnership and its affairs shall be wound up upon the first to the happening occur of any of the following events: (ai) The determination the day after the date that is one year after the dissolution of the Institutional Fund; or (ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or (iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership in contravention of this Agreement, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Act, UNLESS, (A) within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by a Majority in Interest effective as of the date of withdrawal, (B) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (C) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Act; PROVIDED, that for the purposes of this Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general partner of the General Partner ceases to be a general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1, be deemed a dissolution or winding up or commencement of winding up of the General Partner; or (iv) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership; providedPartnership because it has determined, howeverdue to a change in the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will cannot voluntarily dissolve the Partnership without the Residual Interest have first been acquired carry out its investment program as contemplated by the General Partner or its designee. (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;this Agreement; or (v) files an answer or other pleading admitting or failing to contest the material allegations entry of a petition or application filed against him in any proceeding decree of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his propertiesjudicial dissolution. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in upon the manner provided in Section 19 hereof due to the happening occurrence of any of the following events: (a) The determination by the General Partner, in its sole discretion, voluntary agreement of Shell GP and Tejas GP to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee.; (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment expiration of the consideration for such sale or dispositionterm specified in SECTION 2.5; provided, in which case that, where the Partnership term has been extended, dissolution shall not dissolve occur until the last day expiration of the calendar year during which the Partnership shall receive the balance of such deferred paymentfinal extension; (c) The resignation or dissolution Upon the occurrence of any of the General Partner, unless at following events by or with respect to Shell GP or Tejas GP (the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner:"DEFAULTING PARTNER"): (i) the Defaulting Partner (A) makes an a general assignment for the benefit of creditors; ; (iiB) files a voluntary petition in bankruptcy; bankruptcy petition; (iii) is adjudicated a bankrupt or insolvent; (ivC) files an application a petition or answer seeking for himself any itself a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; law; (vD) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him the Defaulting Partner in any a proceeding of a the type referred to described in subparagraph clauses (iiA)-(C) of this sentence; or (iv); or (viE) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner Defaulting Partner or of all or any substantial part of his its properties; or (ii) a final and non-appealable judgment is entered by a court with appropriate jurisdiction ruling that a Defaulting Partner is bankrupt or insolvent, or a final non-appealable order for relief is entered by a court with appropriate jurisdiction against the Defaulting Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereinafter in effect; provided that in each case the Defaulting Partner shall use its best efforts to provide prior notice of at least 24 hours to the Partnership of the pending occurrence of such event and in any event will provide notification of the occurrence of such event to the Partnership within two Business Days of it having occurred; (d) A Partner (the "Defaulting Partner") shall breach this Agreement in any material respect, which breach continues for 30 days after a non-defaulting General Partner (that is not an Affiliate of the Defaulting Partner) has given written notice thereof to the Defaulting Partner; (e) If, during the existence of the Partnership, there shall be enacted in the U.S. or Canada any law, regulation or directive, whether federal, state, or provincial (or any change occurs to the interpretation, whether by judicial decision or change in policy of a U.S., Canadian or state or provincial governmental body, of such law, regulation or directive) the effect of which would be either: (i) to reduce or to require a Partner Group to reduce or dispose of any material part of its Interest in the Partnership; or (ii) to cause any one of this Agreement, any of the Initial Agreements, the Shell Canada Supply Agreement, or the CEC Supply Agreement to be terminated or modified in a manner substantially prejudicial to the Salmon Group, Shell Partner Group, Tejas Partner Group or the Partnership; or (iii) cause the Salmon U.S. Partner Group, Shell Partner Group or Tejas Partner Group to suffer serious material hardship for reasons concerning its participation in the Partnership; AND PROVIDED THAT such enactment or change in interpretation does not equally affect all Partner Groups, THEN, at the request of any adversely affected Partner Group, Shell GP and Tejas GP will dissolve the Partnership and liquidate the Partnership in an orderly manner as soon as practicable in accordance with Article X; PROVIDED FURTHER THAT, if Shell GP and Tejas GP do not agree that a dissolution of the Partnership is appropriate or if Shell GP and Tejas GP cannot agree upon a plan of dissolution, such disagreement shall be submitted for arbitration in accordance with SECTION 12.10; PROVIDED FURTHER THAT, if at least two different Partner Groups are unaffected by the enactment or change in interpretation, the unaffected Partners shall thereafter reconstitute the Partnership, upon the same terms and conditions as this Agreement, but without the adversely affected Partner Group. (f) Dissolution by operation Notice from Shell GP of lawits election to dissolve the Partnership within 60 days following its actual knowledge of termination, for any reason, of the Tejas Supply Agreement; (g) Notice from Tejas GP of its election to dissolve the Partnership within 60 days following its actual knowledge of termination, for any reason, of the Shell Supply Agreement, Salmon Supply Agreement or the Shell Canada Supply Agreement; PROVIDED, HOWEVER, that, if the dissolution shall be on account of termination of the Salmon Supply Agreement or the Shell Canada Supply Agreement, then the Shell Partner Group and Tejas Partner Group shall thereafter reconstitute the Partnership, upon the same terms and conditions as this Agreement, but without any member of the Salmon U.S. Partner Group; (h) Any of the events stated in SECTION 9.1(c) occurs with respect to the Partnership (as though the Partnership were the "Defaulting Partner" as that term is used in such Section); (i) Any event requiring dissolution under SECTION 6.4 shall have occurred; or (gj) The vote of all Any other act by or with respect to the PartnersPartnership constituting a dissolution under applicable law.

Dissolution Events. The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 16 hereof due to the happening of any of the following events: (a) The determination by the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designeeOperating Partnership. (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to the happening of any of the following events: (a) The determination by bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a Partner shall not cause the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the termination or dissolution as a result of insolvency or bankruptcy of the Partnership or and the General Partnerbusiness of the Partnership shall continue. Upon any such occurrence, the General trustee, receiver, executor, administrator, committee, guardian or conservator of such Partner will not voluntarily dissolve shall have all the rights of such Partner for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute Partner. The transfer by such trustee, receiver, executor, administrator, committee, guardian or conservator of any Partnership without Interest shall be subject to all of the Residual Interest restrictions hereunder to which such transfer would have first been acquired subject if such transfer had been made by the General Partner such bankrupt, deceased, dissolved, liquidated, terminated or its designeeincompetent Partner. (b) The disposition by Dissolution of the Partnership of all of its assets and propertyshall be effective on the day on which a Dissolution Event occurs, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case but the Partnership shall not dissolve terminate until the last day all of the calendar year during which Cash Flow and other available assets of the Partnership shall receive have been distributed as provided in this Agreement. Notwithstanding the balance dissolution of the Partnership prior to the termination of the Partnership, as aforesaid, the business of the Partnership and the affairs of the Partners as such deferred payment;shall continue to be governed by this Agreement. (c) The resignation Notwithstanding anything in this Agreement to the contrary, upon a sale of all or dissolution substantially all of the assets of the Partnership where all or any portion of the consideration payable to the Partnership is to be received by the Partnership more than ninety (90) days after the date on which such sale occurs, the Partnership shall continue solely for purposes of collecting the deferred payments and making distributions to the Partners. In such event, (i) the deferred obligation payable to the Partnership shall be valued at its fair market value as of the date of sale (as determined by the General Partner or, at the General Partner's election, unless at as determined by an independent appraisal paid for by the time Partnership), (ii) Profits, Losses and other items of income and gain recognized and Cash Flow distributed in any year as a result of such resignation or dissolution there sale shall be one or more allocated and distributed among the Partners in the same proportion as such Profits, Losses and other General items of income and gain and Cash Flow would have been allocated and distributed were the entire gain resulting from such sale required to be recognized for Federal income tax purposes in the year in which such sale occurred; and (iii) income attributed to interest on any deferred payments shall be allocated between, and such interest shall be distributed to, the Partners who are members of as if the deferred payment obligations received by the Partnership or who are simultaneously with, or have had been prior to, such event, admitted distributed in-kind to the Partnership;Partners under Section 9.02 hereof in the proportions provided for in Section 7.02 hereof. (d) The entry of a final judgmentNotwithstanding anything to the contrary in this agreement, order or decree of a court of competent jurisdiction adjudicating in no event shall the Partnership to be a bankrupt, and the expiration without appeal dissolved as long as any of the periodProperty Partnerships are subject to a regulatory agreement with HUD relating to any Project, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces as defined in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties. (f) Dissolution by operation of law; or (g) The vote of all the Partners.Property Partnerships..

Dissolution Events. The Partnership shall continue in effect until dissolve and commence winding up and liquidating upon the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due first to the happening occur of any of the following events:(each a "Dissolution Event"): (a) The determination by occurrence of December 31, 2020; (b) The unanimous vote of the Partners to dissolve, wind up, and liquidate the Partnership; (c) The Bankruptcy of the General Partner, in its sole discretion, provided that such Bankruptcy shall not constitute a Dissolution Event if the Partnership is continued pursuant to dissolve this Section 12.1; (d) A final determination that an event has occurred that makes it unlawful to carry on the business of the Partnership; provided, however, that except for the dissolution as (e) The withdrawal or removal of a result of insolvency or bankruptcy of the Partnership or the General Partner, the assignment by a General Partner will of its entire Interest or any other event that causes a General Partner to cease to be a general partner under the Act, provided that any such event shall not voluntarily dissolve constitute a Dissolution Event if the Partnership without the Residual Interest have first been acquired by the General Partner is not dissolved or its designee. is continued pursuant to this Section 12.1; or (bf) The disposition by failure of the Partnership of all of its assets and propertyto make distributions to Investor required to be made pursuant to Section 10.8(b)(ii)(2) hereof. The Partners hereby agree that, unless such sale or disposition involves notwithstanding any deferred payment provision of the consideration for such sale Act or dispositionthe Delaware Uniform Partnership Law, in which case the Partnership shall not dissolve until prior to the last day occurrence of a Dissolution Event. Upon the calendar year during which occurrence of any event set forth in Section 12.1(c) or 12.1(e) (other than an event described in Section 12.1(e) hereof that did not violate Section 11.1 hereof) hereof, the Partnership shall receive the balance of such deferred payment; not be dissolved or required to be wound up if (cx) The resignation or dissolution of the General Partner, unless at the time of such resignation event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or dissolution there shall be (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more other additional General Partners who are members of the Partnership or who are simultaneously with(other than an Ineligible Person). If it is determined, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of by a court of competent jurisdiction adjudicating jurisdiction, that the Partnership has dissolved prior to the occurrence of a Dissolution Event, or if upon the occurrence of an event described in Section 12.1(c) or 12.1(e) hereof (other than an event described in Section 12.1(e) hereof that did not violate Section 11.1 hereof), the Partners fail to appoint a substitute General Partner effective as of such event and to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional one hundred and eighty (180) days after such determination or the last day of such ninety (90) day period, as the case may be (the "Reconstitution Period"), Investor may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a-new limited partnership on terms identical to those set forth in this Agreement and having as a bankruptgeneral partner a Person elected by Investor (other than an Ineligible Person). Upon any such election by Investor, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within the Reconstitution Period, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within the Reconstitution Period, then: (i) The reconstituted limited partnership shall continue until the occurrence of a Dissolution Event as provided in this Section 12.1; (ii) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of a Limited Partner; and (iii) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership, and the expiration without appeal successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 13 hereof; provided that the right of Investor to select a successor general partner and to reconstitute and continue the business of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes Partnership shall not exist and may not be exercised unless the Partnership has received an assignment for opinion of counsel that the benefit exercise of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces right would not result in the appointment loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted partnership would cease to be treated as a trustee, receiver or liquidator partnership for federal income tax purposes upon the exercise of the general partner or of all or any substantial part of his propertiessuch right to continue. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The There will be a dissolution of the Partnership shall continue in effect until the expiration of and its term, unless it affairs shall be dissolved in wound up upon the manner provided in Section 19 hereof due first to the happening occur of any of the following events: (a) The determination the expiration of the Term as provided in Section 1.4; or (b) the day after the date that is three years after the last day of the term of Trident II; or (c) the last Business Day of the Fiscal Year in which all assets acquired or agreed to be acquired by the Partnership have been sold off or otherwise disposed of; or (d) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, UNLESS (I) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (II) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Partnership Law and PROVIDED, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.5 shall not, for the purposes of this Section 12.1 be deemed a dissolution or winding up or commencement of winding up of the General Partner; or (e) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership; providedPartnership because it has determined that there is a substantial likelihood that due to a change in the text, howeverapplication or interpretation of the provisions of the United States federal securities laws (including, without limitation, the Securities Act, the Investment Company Act and the Investment Advisers Act) or any other applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that except for result in the dissolution Partnership being taxable as a result of insolvency or bankruptcy of corporation under United States federal income tax law), the Partnership or cannot operate effectively in the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee. (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv)manner contemplated herein; or (vif) seeks, consents to or acquiesces in the appointment entry of a trustee, receiver or liquidator decree of the general partner or of all or any substantial part of his propertiesjudicial dissolution. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. (a) The Partnership shall continue in effect until the expiration of its term, unless it shall be dissolved in the manner provided in Section 19 hereof due to and its affairs wound up upon the happening of any of the following eventsfollowing: (a1) The determination the sale or disposition of all or substantially all of the Partnership assets, and, after the satisfaction of liabilities to creditors of the Partnership, the distribution of the proceeds thereof to the Partners; (2) subject to Section 6.5, the decision by Partner(s) owning a majority of the General Partner, partnership interests in its sole discretion, the Partnership to dissolve the Partnership; provided, however, ; (3) the occurrence of an event that except makes it unlawful for the Partnership’s business to be continued; (4) the entry by a court of competent jurisdiction of a decree of judicial dissolution as a result with respect to the Partnership; or (5) the termination of insolvency or bankruptcy the legal existence of the last remaining General Partner of the Partnership or the occurrence of any other event which terminates the continued status as a General Partner of the last remaining General Partner of the Partnership in the Partnership unless the Partnership is continued without dissolution in a manner permitted by this Agreement or the Act. Upon the occurrence of any event that causes the last remaining General Partner of the Partnership to cease to be a General Partner of the Partnership (other than (i) upon an assignment by the last remaining General Partner of all of its partnership interest in the Partnership and the admission of the transferee as General Partner, or (ii) the resignation of the last remaining General Partner will not voluntarily dissolve and the admission of an additional partner(s), including a General Partner, of the Partnership), to the fullest extent permitted by law, the personal representative of such partner is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued status as a General Partner of such partner in the Partnership, agree in writing (i) to continue the Partnership without and (ii) to the Residual Interest have first been acquired by admission of the personal representative or its nominee or designee, as the case may be, as a substitute General Partner or its designeeof the Partnership, effective as of the occurrence of the event that terminated the continued partnership of the last remaining General Partner of the Partnership in the Partnership. (b) The disposition by Notwithstanding any other provision of this Agreement or any other organizational document and any provision of law that otherwise so empowers the Partnership, the Bankruptcy of any Partner shall not cause such Partner to cease to be a partner of the Partnership and upon the occurrence of all of its assets and propertysuch an event, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment;continue without dissolution. (c) The resignation Notwithstanding any other provision of this Agreement or dissolution any other organizational document and any provision of law that otherwise so empowers the Partnership, each of the General Partners waives any right it might have to agree in writing to dissolve the Partnership upon the Bankruptcy of any Partner, unless at or the time occurrence of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted any event that causes any Partner to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership cease to be a bankrupt, and the expiration without appeal partner of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his propertiesPartnership. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The Partnership shall continue in effect until the expiration of its term, unless it There shall be dissolved in a dissolution of the manner provided in Section 19 hereof due Partnership and its affairs shall be wound up upon the first to the happening occur of any of the following events: (ai) The determination the day after the date that is one year after the dissolution of the Institutional Fund; or (ii) the last Business Day of the Fiscal Year in which all assets acquired, or agreed to be acquired, by the Partnership have been sold or otherwise disposed of; or M&M Capital Professionals Fund, L.P. Second Amended and Restated L.P. Agreement (iii) the withdrawal, bankruptcy or dissolution and commencement of winding up of the General Partner, or the assignment by the General Partner of its entire interest in the Partnership in contravention of this Agreement, or the occurrence of any other event that causes the General Partner to cease to be a general partner of the Partnership under the Partnership Law, UNLESS, within 90 calendar days after the occurrence of such event, a substitute general partner is appointed by the a Majority in Interest effective as of the date of withdrawal (I) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership that is hereby authorized to and does (unanimously in the case of more than one general partner) elect to continue the business of the Partnership without dissolution or (II) the business of the Partnership is otherwise continued without dissolution pursuant to the provisions of the Partnership Law and PROVIDED, that for the purposes of this Section 13.1, the General Partner shall not be deemed to have been dissolved or to have commenced a winding up as a result of the fact that any general partner of the General Partner ceases to be a general partner of the General Partner if and as long as the General Partner shall have at least one remaining general partner who shall have the right and shall elect to carry on the business of the General Partner; and PROVIDED, FURTHER, that the conversion of the General Partner to a limited partnership, limited liability company or other entity, or the Transfer of the General Partner's interest as the general partner of the Partnership to, or the merger of the General Partner with and into, a limited partnership, limited liability company or other entity as provided for in Section 2.7 shall not, for the purposes of this Section 13.1 be deemed a dissolution or winding up or commencement of winding up of the General Partner; or (iv) a decision, made by the General Partner in its sole discretion, to dissolve the Partnership; providedPartnership because it has determined, howeverdue to a change in the text, application or interpretation of any applicable statute, regulation, case law, administrative ruling or other similar authority (including, without limitation, changes that result in the Partnership being taxable as a corporation under United States federal income tax law), that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will cannot voluntarily dissolve the Partnership without the Residual Interest have first been acquired carry out its investment program as contemplated by the General Partner or its designee. (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution of the General Partner, unless at the time of such resignation or dissolution there shall be one or more other General Partners who are members of the Partnership or who are simultaneously with, or have been prior to, such event, admitted to the Partnership; (d) The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Partnership to be a bankrupt, and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal therefrom; (e) The General Partner: (i) makes an assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;this Agreement; or (v) files an answer or other pleading admitting or failing to contest the material allegations entry of a petition or application filed against him in any proceeding decree of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his propertiesjudicial dissolution. (f) Dissolution by operation of law; or (g) The vote of all the Partners.

Dissolution Events. The (a) the Partnership shall continue in effect until the expiration of its term, unless it shall will be dissolved in only as a result of the manner provided in Section 19 hereof due to the happening occurrence of any of the following events: (ai) The determination by at the General Partner, in its sole discretion, to dissolve the Partnership; provided, however, that except for the dissolution as a result of insolvency or bankruptcy of the Partnership or the General Partner, the General Partner will not voluntarily dissolve the Partnership without the Residual Interest have first been acquired by the General Partner or its designee. (b) The disposition by the Partnership of all of its assets and property, unless such sale or disposition involves any deferred payment of the consideration for such sale or disposition, in which case the Partnership shall not dissolve until the last day of the calendar year during which the Partnership shall receive the balance of such deferred payment; (c) The resignation or dissolution discretion of the General Partner, unless at upon all of the time of such resignation or dissolution there shall be one or more other General Partners who are members assets of the Partnership or who are simultaneously with, or have having been prior to, such event, admitted to distributed and the Partnershipliabilities of the Partnership discharged; (dii) The entry of if the General Partner makes a final judgment, order or decree of a court of competent jurisdiction adjudicating proposal in writing to dissolve the Partnership to be a bankrupt, and the expiration without appeal Limited Partners consent thereto by means of the period, if any, allowed by applicable law in which to appeal therefroman Extraordinary Resolution; (eiii) The General Partner: (i) makes an the dissolution, liquidation, bankruptcy, insolvency or winding-up or the making of any assignment for the benefit of creditors; (ii) files a voluntary petition in bankruptcy; (iii) is adjudicated a bankrupt creditors of the General Partner or insolvent; (iv) files an application or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition or application filed against him in any proceeding of a type referred to in subparagraph (ii) or (iv); or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver, receiver and manager or liquidator, or following any event permitting a trustee or receiver or receiver and manager or liquidator to administer the affairs of the general partner General Partner, if the trustee, receiver, receiver and manager or of all or any substantial part of his properties. (f) Dissolution by operation of lawliquidator performs its functions for 180 consecutive days, unless a new General Partner is appointed pursuant to Article 14; or (giv) the failure to appoint a successor to the General Partner in accordance with subsection 14.1(b). (b) Notwithstanding the foregoing, upon the occurrence of a dissolution event described in subsection 15.1(a), the Partnership may be continued and no termination shall occur if all remaining Partners consent to the continuation of the Partnership. (c) The vote Partnership will not come to an end by reason of the death, insolvency, bankruptcy, dissolution, liquidation, merger, winding-up or other disability or withdrawal of any Limited Partner or upon the transfer of any Units. (d) Subject to any agreements with its secured lender(s), the General Partner (or in the event of an occurrence described in paragraphs 15.1(a)(ii) or (iii), such other Person as may be appointed by Ordinary Resolution of the Limited Partners) shall act as receiver of the assets of the Partnership and, in the order of priority set forth below, shall: (i) sell or otherwise dispose of such part of the Partnership’s assets as the General Partner or such other Person considers appropriate for the purpose of making the payments contemplated in (ii) and (iii) below; (ii) pay or provide for the payment of the debts and liabilities of the Partnership and liquidation expenses, and thereafter; (iii) distribute the remaining assets of the Partnership, if any, to the Partners on the Register on the date of dissolution, as to 0.01% of such balance to the General Partner and as to 99.99% of such balance to the Limited Partners in proportion to the number of Units held by them, and if necessary, take steps to partition undivided interests in property to pass direct ownership to Partners; and (iv) satisfy all applicable formalities relating to the Partnersdissolution of limited partnerships in such circumstances as may be prescribed by Applicable Law.