Common use of Termination of a Series Clause in Contracts

Termination of a Series. (a) a Series shall be terminated upon any of the following events: (i) the dissolution of the Partnership; (ii) the entry of a decree of judicial termination of such Series under Section 17-218 of the Delaware Act; (iii) subject to Section 7.4(q) and Section 7.5(q), the approval of each General Partner of such Series and a Majority in Interest of the Partnership Interests of such Series, in the case of the Series AC and Series LH, or a Supermajority Interest of the Partnership Interests of such Series, in the case of Series EA and Series ME; or (iv) any event that causes a General Partner to cease to be a general partner of the Series; provided that the Series shall not be terminated and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Series who is hereby authorized to and does carry on the business of the Series or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote to continue the business of the Series and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Series. (b) The termination and winding up of a Series (other than the last Series) shall not, in and of itself, cause a dissolution of the Partnership or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement, the Certificate of Limited Partnership and the Delaware Act.

Appears in 3 contracts

Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp), Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)

Termination of a Series. (a) a Series shall be terminated upon any of the following events: (i) the dissolution of the Partnership; (ii) the entry of a decree of judicial termination of such Series under Section 17-218 of the Delaware Act; (iii) subject to Section 7.4(q) and Section 7.5(q7.3(q), the approval of each General Partner of such Series and a Majority in Interest of the Partnership Interests of such Series, in the case of the Series AC and Series LH, or a Supermajority Interest of the Partnership Interests of such Series, in the case of Series EA and Series ME; or (iv) any event that causes a General Partner to cease to be a general partner of the Series; provided that the Series shall not be terminated and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Series who is hereby authorized to and does carry on the business of the Series or (B) within 90 days after the occurrence of such event, a Majority in Interest of each the Limited Partners of the such Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote to continue the business of the Series and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Series. (b) The termination and winding up of a Series (other than the last Series) shall not, in and of itself, cause a dissolution of the Partnership or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement, the Certificate of Limited Partnership and the Delaware Act.

Appears in 2 contracts

Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp), Contribution Agreement (Enbridge Energy Partners Lp)

Termination of a Series. (a) a Series shall be terminated upon any of the following events: (i) the dissolution of the Partnership; (ii) the entry of a decree of judicial termination of such Series under Section 17-218 of the Delaware Act; (iii) subject to Section 7.4(q7.3(q) and Section 7.5(q7.4(q), the approval of each General Partner of such Series and a Majority in Interest of the Partnership Interests of such Series, in the case of the Series AC and Series LH, or a Supermajority Interest of the Series EA Partnership Interests of such SeriesInterests, in the case of Series EA and Series MEEA; or (iv) any event that causes a General Partner to cease to be a general partner of the Series; provided that the Series shall not be terminated and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Series who is hereby authorized to and does carry on the business of the Series or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series MEEA, agree in writing or vote to continue the business of the Series and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Series. (b) The termination and winding up of a Series (other than the last Series) shall not, in and of itself, cause a dissolution of the Partnership or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement, the Certificate of Limited Partnership and the Delaware Act.

Appears in 1 contract

Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp)

Termination of a Series. (a) a Series shall be terminated upon any of the following events: (i) the dissolution of the Partnership; (ii) the entry of a decree of judicial termination of such Series under Section 17-218 of the Delaware Act; (iii) subject to Section 7.4(q), Section 7.5(q) and Section 7.5(q7.6(q), the approval of each General Partner of such Series and a Majority in Interest of the Partnership Interests of such Series, in the case of the Series AC and Series LH, or a Supermajority Interest of the Partnership Interests of such Series, in the case of Series EA EA, Series ME and Series MEL3R; or (iv) any event that causes a General Partner to cease to be a general partner of the Series; provided that the Series shall not be terminated and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Series who is hereby authorized to and does carry on the business of the Series or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA EA, Series ME and Series MEL3R, agree in writing or vote to continue the business of the Series and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Series. (b) The termination and winding up of a Series (other than the last Series) shall not, in and of itself, cause a dissolution of the Partnership or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement, the Certificate of Limited Partnership and the Delaware Act.

Appears in 1 contract

Sources: Agreement of Limited Partnership (Enbridge Energy Partners Lp)

Termination of a Series. (a) a Series shall be terminated upon any of the following events: (i) the dissolution of the Partnership; (ii) the entry of a decree of judicial termination of such Series under Section 17-218 of the Delaware Act; (iii) subject to Section 7.3(q), Section 7.4(q) and Section 7.5(q), the approval of each General Partner of such Series and a Majority in Interest of the Partnership Interests of such Series, in the case of the Series AC and Series LH, or a Supermajority Interest of the Partnership Interests of such Series, in the case of Series EA and Series ME; or (iv) any event that causes a General Partner to cease to be a general partner of the Series; provided that the Series shall not be terminated and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Series who is hereby authorized to and does carry on the business of the Series or (B) within 90 days after the occurrence of such event, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote to continue the business of the Series and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Series. (b) The termination and winding up of a Series (other than the last Series) shall not, in and of itself, cause a dissolution of the Partnership or the termination of any other Series. The termination of a Series shall not affect the limitation on liabilities of such Series or any other Series provided by this Agreement, the Certificate of Limited Partnership and the Delaware Act.

Appears in 1 contract

Sources: Limited Partnership Agreement (Enbridge Energy Partners Lp)