Dissolution Liquidation and Termination of the Partnership Sample Clauses

Dissolution Liquidation and Termination of the Partnership. 16 7.1 Limitations...................................................... 16 7.2
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Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution ----------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the righ...
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Dissolution Liquidation and Termination of the Partnership. Section 8.1 Events Causing Dissolution A. The Partnership shall dissolve and its affairs shall be wound up upon the first to occur of the following events: (i) the expiration of its term;
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Dissolution Liquidation and Termination of the Partnership. Section 8.1 Events Causing Dissolution A. The Partnership shall dissolve and its affairs shall be wound up upon the first to occur of the following events: (i) the expiration of its term; (ii) the withdrawal of a General Partner, unless the Partnership is continued pursuant to Sections 6.3B or 6.3C; (iii) the Sale of all or substantially all of the Partnership's assets and the receipt in cash of the proceeds thereof, except in instances in which and proceeds are to be reinvested in accordance with the provisions of this Agreement; (iv) the election by the General Partner, with the Majority Vote of the Investors, to dissolve the Partnership; (v) by the Majority Vote of the Investors pursuant to Section 5.3A to dissolve the Partnership; or (vi) the happening of any other event causing the dissolution of the Partnership under applicable law. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution. A certificate of cancellation shall be filed under the Act upon the dissolution and the commencement of winding up of the Partnership; provided, however, that the Partnership shall not terminate until the assets of the Partnership has been distributed as provided in Section 8.
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Dissolution Liquidation and Termination of the Partnership. Section 8.1 Events Causing Dissolution The Partnership shall dissolve and its affairs shall be wound up upon the happening of any of the following events: (A) the expiration of its term; (B) the Incapacity, removal or registration of a sole General Partner, unless a successor General Partner is designated pursuant to Section 6.1 or 6.2; (C) the sale or other disposition at one time of all or substantially all the assets of the Partnership; or (D) the election by the General Partner, with the Consent of the Limited Partners pursuant to Section 5.4B(2), to dissolve the Partnership.
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Dissolution Liquidation and Termination of the Partnership. 7.1 LIMITATIONS The Partnership may be dissolved, liquidated and terminated pursuant to and only pursuant to the provisions of this Article 7, and the parties hereto do hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership's assets. 7.2 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.
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Dissolution Liquidation and Termination of the Partnership. 16 --------- --------------------------------------------------------------------- 8.1 LIMITATIONS. 16 8.2 EXCLUSIVE CAUSES. 16 8.3 LIQUIDATION. 17 8.4 NO CAPITAL CONTRIBUTION UPON DISSOLUTION. 17
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Dissolution Liquidation and Termination of the Partnership 
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Related to Dissolution Liquidation and Termination of the Partnership

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • 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.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21