Automatic Dissolution Clause Samples
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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 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:
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.
Automatic Dissolution. The Partnership shall be automatically and without notice dissolved upon the happening of any of the following events:
12.2.1 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 written consent of Partners having 75% or more of the total Percentage Interests of the Partners;
12.2.2 Any event which shall make it unlawful for the business of the Partnership to be carried on; or
12.2.3 Any event which, under the Partnership Act or any other applicable law, rule or regulation, requires or results in dissolution of the Partnership.
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.