Common use of Automatic Dissolution Clause in Contracts

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.