Termination and Dissolution of the Partnership Sample Clauses

The 'Termination and Dissolution of the Partnership' clause defines the conditions and procedures under which a partnership may be formally ended. It typically outlines the specific events or actions—such as mutual agreement, expiration of a term, or breach of agreement—that can trigger dissolution, and details the steps for winding up the partnership’s affairs, including settling debts and distributing remaining assets among partners. This clause ensures that all parties understand the process for ending the partnership, thereby minimizing disputes and providing a clear roadmap for resolving outstanding obligations.
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Termination and Dissolution of the Partnership. 14.1 The Partnership shall be dissolved and its affairs wound up on the first to occur of the following: (A) upon any date specified in a Notice of Termination signed by the Partners who own the majority of Partnership interests, except that as long as the XXX Property is a Partnership asset such Notice must be signed by Partners who own at least two-thirds of the Partnership interests, or (B) upon entry of a decree of judicial dissolution. The death or incapacity of any Partner will otherwise have no effect on the continuation of the Partnership. 14.2 Upon the termination of the Partnership, the affairs of the Partnership will be wound up by the Managing Partner, or in lieu thereof the Partners who own a majority of the Partnership interests may appoint or designate a Trustee-in- Liquidation who will serve to wind up the affairs of the Partnership. The Trustee- in-Liquidation need not be a commercial corporate Trustee, does not have to be bonded, and may be a Partner. 14.3 Upon the dissolution of the Partnership, the Managing Partner or Trustee-in- Liquidation shall: (A) determine both the assets of the Partnership and which such assets should be distributed in kind, (B) liquidate and reduce to cash the other assets of the Partnership as promptly as is consistent with obtaining the fair market value thereof, and (C) apply and distribute the in-kind assets and the proceeds of any such liquidation of assets in accordance with the provisions of Section 14.4 below. In connection with any such winding up and liquidation, the person required by law to wind up the Partnership's affairs shall have prepared an audited balance sheet of the Partnership as of the date of dissolution, and such balance sheet shall promptly be furnished to all Partners. For purposes of this Article, to the extent that depreciation or amortization deductions taken by a Partner with respect to any Partnership property shall cause a deficit in such Partner's capital account, such deficit to the extent of the amount of any depreciation or amortization so taken shall not be deemed an asset of the Partnership, or the personal liability of such Partner. 14.4 Upon the dissolution and liquidation of the Partnership, other than by incorporation of the Partnership, the Managing Partner or the person otherwise required by law to wind up the Partnership's affairs shall apply and distribute the proceeds in the following order of priority: 14.4.1 To the payment of the debts and liabilities of the Part...
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Termination and Dissolution of the Partnership. The Partnership shall be terminated and dissolved on December 31, 2050; provided, however, that the Partnership shall be terminated upon the earlier occurrence of any of the following events: (a) The Withdrawal of the General Partner unless (x) at the time of such event there is at least one remaining General Partner and that General Partner elects to continue the business of the Partnership or (y) if no other General Partner exists, all remaining Partners agree in writing, within 90 days of such Withdrawal, to continue the business of the Partnership and to the appointment of one or more additional General Partners, and within 30 days after the date of such agreement, an amendment to the Partnership’s Certificate of Limited Partnership is filed with the Georgia Secretary of State reflecting such agreement; (b) The written consent of the General Partner and a Majority in Interest of the Limited Partners to the termination and dissolution of the Partnership; (c) The sale or other disposition of all Partnership properties and investments (including any mortgages or other purchase money security interests received in connection with any such sale or other disposition), and the liquidation of the proceeds thereof; (d) The entry of a decree of judicial dissolution pursuant to the Act; or (e) One Capital Advisors, LLC, a Georgia limited liability company, or its successors or affiliates shall cease to be the Manager of General Partner and a majority in interest of the Limited Partners elects to terminate and dissolve the Partnership within ninety (90) days thereafter.
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Termination and Dissolution of the Partnership. The Partnership shall be dissolved on December 31, 2020, or upon ----------------- the prior occurrence of any event causing a dissolution of the Partnership under the Texas Revised Limited Partnership Act. The Partnership shall also be dissolved upon (a) the occurrence of any event which makes it unlawful for the Partnership business to be continued, unless such event can be and is remedied within a reasonable period of time not to exceed six (6) months; (b) the sale or other disposition of substantially all interests in oil and gas acreage and leases and other Partnership assets; or (c) the bankruptcy of a General Partner, unless a surviving General Partner elects to continue as General Partner. The Partnership shall not be dissolved by reason of the death, withdrawal or expulsion of a Limited Partner or upon the admission of a new Limited Partner.
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Termination and Dissolution of the Partnership. The Partners may at any time unanimously in writing dissolve and terminate the Partnership. In such an event, the Accountants of the Partnership for the time being shall make an accounting of the assets, liabilities and income of the Partnership to the latest date practicable and which date shall not precede the date of the written resolution to terminate and dissolve the Partnership. The assets of the Partnership shall be liquidated and the proceeds of such liquidation shall be used in the following manner unless otherwise agreed unanimously by the Partners in writing: a) To repay all outstanding liabilities of the Partnership; b) Repay each Partner their respective capital contribution or a proportion thereof on a pro-rata basis at the date of the resolution terminating the Partnership; c) Any balance from amount from the liquidation funds shall be divided between the Partners in proportion to their respective equity position in the Partnership at the date of the resolution terminating the Partnership. Where the liquidation funds are insufficient to pay the entire liabilities of the Partnership, each Partner shall make a pro rata contribution as determined by the equity of each Partner in the Partnership at the date of the resolution terminating the Partnership. Such obligation to make contributions to settle the outstanding liabilities of the Partnership shall only be released on such liabilities being settled in full as certified by the Accountants in writing. In the event of the death of one of the Partners, the Partnership will be deemed to be dissolved and the affairs of the Business and the Partnership shall be concluded and wound up in the manner set out in this Clause.
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Termination and Dissolution of the Partnership. 18.1 The Partnership shall be terminated and dissolved upon the earliest to occur of the following: 18.1.1 the withdrawal, expulsion, adjudication of bankruptcy or insolvency of the General Partner or the dissolution or other cessation to exist as a legal entity 18.1.2 a vote of the holders of not less than 85% of the outstanding Units in favor of dissolution and termination of the Partnership; 18.1.3 the expiration of the term of the Partnership; 18.1.4 the disposition of all interest in the System and other assets of the Partnership (other than cash); 18.1.5 entry of a decree for judicial dissolution; or 18.1.6 failure of the Partnership to acquire any Licenses at the FCC Auction. 18.2 Upon a dissolution and termination of the Partnership for any reason, the General Partner shall take full account of the Partnership assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining the fair market value thereof, and shall apply and distribute the proceeds therefrom in the following order: 18.2.1 to the payment of creditors of the Partnership, including Affiliates, but excluding secured creditors whose obligations will be assumed or otherwise transferred on the liquidation of Partnership assets; 18.2.2 to the repayment of any outstanding loans made by the General Partner or its Affiliates to the Partnership; and 18.2.3 to the General Partner and Limited Partner, in proportion to and to the extent of the Units attributable to each, with appropriate adjustments thereto for their respective capital accounts.
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Termination and Dissolution of the Partnership. Amendment of the Partnership Agreement, provided such amendment is not for the purpose of reflecting the addition or substitution of Limited Partners or the reduction of capital accounts upon the return of capital to Partners;
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Termination and Dissolution of the Partnership 
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Related to Termination and Dissolution of the Partnership

  • Termination and Dissolution 8.1 Party B represents and warrants that it has terminated its employment with his former employer, if applicable, when signing this Contract. 8.2 This Contract may only be amended upon written agreement of both Parties. 8.3 On the Expiration Date, this Contract shall be automatically renewed for an additional term of 3 years, unless either Party notifies the other Party of its decision not to renew this Contract. 8.4 This Contract may be terminated, dissolved or renewed by either Party pursuant to the Labor Law of the People’s Republic of China and other applicable government rules and regulations. 8.5 If Party A terminates the Contract in violation of the provisions herein, then Party A shall be liable for any losses incurred by Party B pursuant to the provisions of Labor Law of the People’s Republic of China. 8.6 Upon dissolution or termination of this Contract by the Parties for any reason, Party B shall immediately cease all activities conducted in the name of Party A, complete outstanding business as per Party A’s requests, settle all accounts, carry out any work-related transitions, and return all Party A’s properties, including but not limited to: (a) all documents and files with respect to Party A, Party A’s management, operation and products and the copies thereof, which are maintained, used or controlled by Party B; (b) name lists and information relating to Party A’s suppliers, clients and other business contacts; (c) software, disks, hardware and CDs containing Party A’s data and information; and (d) instruments, uniforms, apparatuses, equipment and other office appliances, etc., which have been provided to Party B by Party A for work purposes. 8.7 Upon dissolution or termination of this Contract, any indemnification liabilities borne by Party A shall be paid to Party B upon completion of the work-related transitions and other obligations under Article 8.6. 8.8 Upon dissolution or termination of this Contract, Party A shall issue labor contract termination certificate evidencing such termination. In addition, Party A shall also arrange transfers of Party B’s social insurance and welfare documentation in accordance with applicable laws and procedures.

  • Liquidation and Dissolution If the Company is liquidated, the assets of the Company shall be distributed to the Member or to a Successor or Successors.

  • Term and Dissolution (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events: (i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement; (ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or (iii) the election by the General Partner that the Partnership should be dissolved. (b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.

  • 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.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.