Common use of Dissolution; Liquidation Clause in Contracts

Dissolution; Liquidation. (a) The Partnership shall dissolve, and its affairs wound up upon the first to occur of the following: (i) the decision of the General Partner that the Partnership should be dissolved (ii) any other event or circumstance giving rise to the dissolution of the Partnership under Section 17-801 of the Act (6 Del. C. § 17-801), unless the Partnership’s existence is continued pursuant to the Act; and (iii) the entry of decree of judicial dissolution under Section 17-802 of the Act (6 Del. C. § 17-802). (b) Upon dissolution of the Partnership, a full and general account of all assets and liabilities of the Partnership shall be taken, the affairs of the Partnership shall be wound up and the assets of the partnership shall be applied in the following order or priority: (i) first, in discharge of (1) all claims of creditors of the Partnership who are not Partners and (2) all expenses of liquidation; (ii) second, to the pro rata payment of all claims of Partners for advances to the Partnership; and (iii) finally, any remaining assets shall be distributed to the Partners in accordance with their final Partnership Percentages. (c) During the period of the winding up of the affairs of the Partnership, the business of the Partnership and the rights and obligations of the Partners shall continue to be governed by this Agreement. (d) Upon the completion of the winding up of the Partnership, the General Partner, or in the absence of a general partner, any Partner, shall file a certificate of cancellation of the Certificate of Limited Partnership (the “Certificate of Cancellation”) with the Office of the Secretary of State of the State of Delaware in accordance with Section § 17-203 of the Act (6 Del. C. § 17-203).

Dissolution; Liquidation. (a) The Partnership shall dissolve, and its affairs wound up upon the first to occur of the following: : (i) the decision of the General Partner that the Partnership should be dissolved (ii) any other event or circumstance giving rise to the dissolution of the Partnership under Section 17-801 of the Act (6 Del. C. § 17-801), [LEGAL CITATION] unless the Partnership’s 's existence is continued pursuant to the Act; and (iii) the entry of a decree of judicial dissolution under Section 17-802 of the Act (6 Del. C. § 17-802)[LEGAL CITATION]. (b) Upon dissolution of the Partnership, a full and general account of all assets and liabilities of the Partnership shall be taken, the affairs of the Partnership shall be wound up and the assets of the partnership shall be applied in the following order or of priority: (i) first, in the discharge of (1) all claims of creditors of the Partnership who are not Partners and (2) all expenses of liquidation; (ii) second, to the pro rata payment of all claims of Partners for advances to the Partnership; and (iii) finally, any remaining assets shall be distributed to the Partners in accordance with their final Partnership PercentagesCapital Account balances. (c) During the period of the winding up of the affairs of the Partnership, the business of the Partnership and the rights and obligations of the Partners shall continue to be governed by this Agreement. (d) Upon the completion of the winding up of the Partnership, the General Partner, or in the absence of a general partner, any Partner, shall file a certificate of cancellation of the Certificate of Limited Partnership (the “"Certificate of Cancellation”") with the Office of the Secretary of State of the State of Delaware [JURISDICTION] in accordance with Section § 17-203 of the Act (6 Del. C. § 17-203)[LEGAL CITATION].

Dissolution; Liquidation. (a) The Partnership shall dissolve, and its affairs wound up upon the first to occur of the following: (i) the decision of the General Partner that the Partnership should be dissolved dissolved; (ii) the occurrence of an event that causes the General Partner to cease to be a general partner of the Partnership as provided in Section 17-402 of the Act (6 Del. C. § 17-402), (iii) any other event or circumstance giving rise to the dissolution of the Partnership under Section 17-801 of the Act (6 Del. C. § 17-801), unless the Partnership’s existence is continued pursuant to the Act; and (iiiiv) the entry of decree of judicial dissolution under Section 17-802 of the Act (6 Del. C. § 17-802); provided, however, the Partnership shall not be dissolved or required to be wound up upon an event of withdrawal of the General Partner described in Section 20(b)(ii) hereof if (A) at the time of the occurrence of such event of withdrawal there is at least one remaining general partner of the Partnership that carries on the business of the Partnership (any remaining general partner being hereby authorized to carry on the business of the Partnership), or (B) within ninety (90) days after the occurrence of such event of withdrawal, all remaining limited partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of the event of withdrawal, of one (1) or more additional general partners of the Partnership. (b) Upon dissolution of the Partnership, a full and general account of all assets and liabilities of the Partnership shall be taken, the affairs of the Partnership shall be wound up and the assets of the partnership shall be applied in the following order or priority: (i) first, in discharge of (1) all claims of creditors of the Partnership who are not Partners and (2) all expenses of liquidation; (ii) second, to the pro rata payment of all claims of Partners for advances to the Partnership; and (iii) finally, any remaining assets shall be distributed to the Partners in accordance with their final Partnership PercentagesCapital Account balances. (c) During the period of the winding up of the affairs of the Partnership, the business of the Partnership and the rights and obligations of the Partners shall continue to be governed by this Agreement. (d) Upon the completion of the winding up of the Partnership, the General Partner, or in the absence of a general partner, any Partner, shall file a certificate of cancellation of the Certificate of Limited Partnership (the “Certificate of Cancellation”) with the Office of the Secretary of State of the State of Delaware in accordance with Section § 17-203 of the Act (6 Del. C. § 17-203).

Dissolution; Liquidation. (a) The Partnership shall dissolve, and its affairs wound up upon the first to occur of the following: (i) the decision of the General Partner that the Partnership should be dissolved (ii) any other event or circumstance giving rise to the dissolution of the Partnership under Section 1759-801 of the Act (6 Del. C. NCGS § 1759-801), unless the Partnership’s existence is continued pursuant to the Act; and (iii) the entry of decree of judicial dissolution under Section 1759-802 of the Act (6 Del. C. NCGS § 1759-802). (b) Upon dissolution of the Partnership, a full and general account of all assets and liabilities of the Partnership shall be taken, the affairs of the Partnership shall be wound up and the assets of the partnership shall be applied in the following order or priority: (i) first, in discharge of (1) all claims of creditors of the Partnership who are not Partners and (2) all expenses of liquidation; (ii) second, to the pro rata payment of all claims of Partners for advances to the Partnership; and (iii) finally, any remaining assets shall be distributed to the Partners in accordance with their final Partnership PercentagesCapital Account balances. (c) During the period of the winding up of the affairs of the Partnership, the business of the Partnership and the rights and obligations of the Partners shall continue to be governed by this Agreement. (d) Upon the completion of the winding up of the Partnership, the General Partner, or in the absence of a general partner, any Partner, shall file a certificate of cancellation of the Certificate of Limited Partnership (the “Certificate of Cancellation”) with the Office of the Secretary of State of the State of Delaware North Carolina in accordance with Section § 1759-203 of the Act (6 Del. C. § 17NCGS 59-203).