Automatic Dissolution Sample Clauses

Automatic Dissolution. The Partnership shall be automatically and without notice dissolved upon the happening of any of the following events: 14.2.1 The sale or abandonment of all or substantially all of the Partnership's business and assets; provided, however, that any such sale or abandonment may be made only pursuant to unanimous written consent of all Partners; or 14.2.2 Any event which shall make it unlawful for the business of the Partnership to be carried on.
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Automatic Dissolution. The TLS Agreement shall be automatically dissolved in the case: (a) where the TLS User is declared bankrupt; or (b) of a Force Majeure Event lasting for a period of more than six (6) months, unless the Parties agree otherwise.
Automatic Dissolution. The Partnership shall be automatically, and without notice, dissolved upon the happening of any of the following events (no event other than those hereinafter listed shall cause or result in the automatic dissolution of the Partnership): (a) the transfer of all, or substantially all, of the Partnership's business and assets to any successor entity; (b) the sale or abandonment of all, or substantially all, of the Partnership's business and assets; (c) any event which shall make it unlawful or impossible for the business of the Partnership to be carried on, or for the Partners to carry it on in the form of a Partnership; provided, however, that dissolution will not occur until expiration of the cure period, if any, approved by the ERC, or that amount of time allowed by law for a cure, during which time the Partnership will take all reasonable action to seek a remedy and continue operations; (d) the bankruptcy or insolvency of the sole remaining General Partner; provided, however, that dissolution will not occur if, within ninety (90) calendar days after such bankruptcy or insolvency of the sole remaining General Partner, all remaining Limited Partners agree in writing to continue the business of the Partnership and to admit one or more General Partners.
Automatic Dissolution. The Partnership shall automatically and without notice be dissolved upon the happening of any of the following events: 14.2.1 Ninety days have elapsed since the commencement of any proceedings by or against any of the Partners for any relief under any bankruptcy or insolvency law, or any law relating to the relief of debtors, readjustment of indebtedness, reorganization, arrangement, composition or extension, and, if such proceedings have been commenced against any of the Partners, the proceedings have not been dismissed, nullified, stayed or otherwise rendered ineffective (but then only so long as the stay continues in force); 14.2.2 Ninety days have elapsed since the entry of a decree or order of a court having jurisdiction for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of any of the Partners or of a substantial part of a Partner's property, or for the winding up or liquidation of its affairs, when the decree or order remains in force undischarged and unstayed for a period of 90 days, or any substantial part of the property of any of the Partners shall be sequestered or attached and is not returned to the possession of the Partner or released from the attachment within 90 days; 14.2.3 Any of the Partners makes a general assignment for the benefit of creditors or admits in writing its inability to pay its debts generally as they become due; 14.2.4 The filing of a certificate of dissolution by any Partner under the laws of the state of its incorporation or the entering of a final order dissolving any Partner by any court of competent jurisdiction; 14.2.5 The sale or abandonment of all or substantially all of the Partnership's business and assets; 14.2.6 Any event which makes it unlawful for the business of the Partnership to be carried on or for the Partners to carry on such business in a Partnership; or 14.2.7 Failure of the Management Committee to agree to permit or require the assignment or purchase of a withdrawing Partner's interest in the Partnership as provided in section 12.3.
Automatic Dissolution. The Partnership shall be automatically and without notice dissolved upon the happening of any of the following events: 11.2.1 The sale or abandonment of all or substantially all of the Partnership’s business and assets; provided, however, that any such sale or abandonment may only be made pursuant to the unanimous written consent of Partners; 11.2.2 Any event which shall make it unlawful for the business of the Partnership to be carried on; or 11.2.3 Any event which, under the partnership law of the State of Maine, requires or results in dissolution of the Partnership.

Related to Automatic Dissolution

  • Early Dissolution 33 Section 9.03. Termination..................................................................................33 Section 9.04. Liquidation..................................................................................33 Section 9.05. Mergers, Consolidations, Amalgamations or Replacements of the Trust..........................35 ARTICLE X

  • Dissolution Winding Up Termination 27 8.1 Dissolution.......................................................................27 8.2

  • No Dissolution Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners 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 assets.

  • Liquidation or Dissolution In the event the Company is liquidated or dissolved, the assets of the Company shall be distributed to the Members in accordance with the provisions of Section 11.

  • Dissolution Event If there is a Dissolution Event before the termination of this Safe, the Investor will automatically be entitled (subject to the liquidation priority set forth in Section 1(d) below) to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event.

  • Dissolution The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Effective Date of Dissolution Any dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Act and the Certificate is cancelled.

  • Events Causing Dissolution Subject to Section 9.2, the Company shall be dissolved upon the first of the following events to occur: (a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company; or (b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

  • Dissolution Winding Up (a) The Company shall be dissolved upon: (i) the adoption of a plan of dissolution by the Sole Member or (ii) the occurrence of any event required to cause the dissolution of the Company under the Delaware Limited Liability Company Act. (b) Any dissolution of the Company shall be effective as of the date on which the event occurs giving rise to such dissolution, but the Company shall not terminate unless and until all its affairs have been wound up and its assets distributed in accordance with the provisions of the Delaware Limited Liability Company Act. (c) Upon dissolution of the Company, the Company shall continue solely for the purposes of winding up its business and affairs as soon as reasonably practicable. Promptly after the dissolution of the Company, the Sole Member shall designate one or more persons (the “Liquidating Trustees”) to accomplish the winding up of the business and affairs of the Company. Upon their designation, the Liquidating Trustees shall immediately commence to wind up the affairs of the Company in accordance with the provisions of this Agreement and the Delaware Limited Liability Company Act. In winding up the business and affairs of the Company, the Liquidating Trustees may take any and all lawful actions that they determine in their sole discretion to be in the best interests of the Sole Member, including, but not limited to, any actions relating to: (i) causing written notice by registered or certified mail of the Company’s intention to dissolve to be mailed to each known creditor of and claimant against the Company; (ii) the payment, settlement or compromise of existing claims against the Company; (iii) the making of reasonable provisions for payment of contingent claims against the Company; and (iv) the sale or disposition of the properties and assets of the Company. It is expressly understood and agreed that a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the satisfaction of claims against the Company so as to enable the Liquidating Trustees to minimize the losses that may result from a liquidation.

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