CONTINUATION AFTER DISSOLUTION Sample Clauses

CONTINUATION AFTER DISSOLUTION. Within 90 days following a dissolution of the Partnership pursuant to Section 13.1(c) or (d), pursuant to rules and procedures established by the Liquidator pursuant to Section 13.3(b), the Limited Partners may elect to reconstitute the Partnership and continue its business according to this Agreement upon the admission to the Partnership of a Successor General Partner elected by the affirmative vote of Limited Partners owning a Majority in Interest (or such greater percentage as required by applicable law). Any Person elected by the Limited Partners to be a Successor General Partner shall be admitted to the Partnership as Successor General Partner only upon the Partnership's receipt of a written assumption by such Person of all of the former General Partner's rights and obligations hereunder (including the obligation to purchase the General Partner's Percentage Interest pursuant to Section 12.4). Unless a Successor General Partner is admitted to the Partnership within 90 days after dissolution, the Partnership shall be liquidated pursuant to Section 13.3. If a Successor General Partner is admitted to the Partnership pursuant to this Section 13.2 within 90 days after dissolution, then:
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CONTINUATION AFTER DISSOLUTION. 32 13.3 Liquidation.............................................................. 32 13.4 Distribution in Kind..................................................... 34 13.5
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CONTINUATION AFTER DISSOLUTION. Upon the occurrence of a Dissolution Event defined in Section 12.1(c), the Company automatically shall be continued (a) if there are remaining Members, unless the remaining Members of the Company elect to dissolve pursuant to Section 12.1(b), or (b) if there are no remaining Members of the Company, if one or more additional Members are admitted pursuant to Article 9 within 90 days after such Dissolution Event.
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CONTINUATION AFTER DISSOLUTION. 28 13.3 Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 13.4 Distribution in Kind . . . . . . . . . . . . . . . . . . . . . . . . . 29 13.5 Cancellation of Certificate of Limited Partnership . . . . . . . . . . 30 13.6 Reasonable Time for Winding Up . . . . . . . . . . . . . . . . . . . . 30 13.7 Return of Capital . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ARTICLE
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CONTINUATION AFTER DISSOLUTION. At any time after the dissolution of the Company and before the winding up of its business is completed, the Members, including a Dissociated Member whose Dissociation caused the dissolution, if applicable, may waive the right to have the Company's business wound up and the Company terminated, as provided for in Section 3.2 hereof. In such event, the Company shall resume carrying on its business as if the dissolution had never occurred and any liability incurred by the Company or a Member after the dissolution and before the waiver shall be determined as if the dissolution had never occurred but the rights of a third party pursuant to Section 35-7(a) of the Act or arising out of conduct in reliance on the dissolution before the third party knew or received notice of the waiver shall not be adversely affected.
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CONTINUATION AFTER DISSOLUTION. 27 13.3 LIQUIDATION.......................................................... 28 13.4
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CONTINUATION AFTER DISSOLUTION. Within 90 days following a dissolution of the Partnership pursuant to Section 13.1(c), pursuant to rules and procedures established by the Liquidator pursuant to Section 13.3(b), the Limited Partners may elect to reconstitute the Partnership and continue its business according to this Agreement upon the admission to the Partnership of a Successor General Partner. Any Person elected by the Limited Partners to be Successor General Partner shall be admitted to the Partnership as Successor General Partner only upon the Partnership's receipt of a written assumption by such Person of all of the former General Partner's rights and obligations hereunder (including the obligation to purchase the General Partner's Interest pursuant to Section 12.4). Unless a Successor General Partner is admitted to the Partnership within 90 days after dissolution, the Partnership shall be liquidated pursuant to Section 13.3. If a Successor General
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Related to CONTINUATION AFTER DISSOLUTION

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

  • 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.

  • Early Dissolution The first to occur of any of the following events is an "Early Dissolution Event," upon the occurrence of which the Trust shall dissolve:

  • Termination and Dissolution of the contract

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

  • Dissolution Termination and Liquidation 30 Section 8.1. Dissolution and Termination 30 Section 8.2. Liquidator 30 Section 8.3. Liquidation of the Company 31 Section 8.4. Cancellation of Certificate of Formation 32 Section 8.5. Return of Contributions 32 Section 8.6. Waiver of Partition 32 ARTICLE IX AMENDMENT OF AGREEMENT 32 Section 9.1. General 32 Section 9.2. Super-Majority Amendments 33 Section 9.3. Amendments to be Adopted Solely by the Manager 33 Section 9.4. Certain Amendment Requirements 34

  • Duration and Dissolution The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • 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.

  • Liquidation Upon Dissolution Upon the dissolution of the LLC, sole and plenary authority to effectuate the liquidation of the assets of the LLC shall be vested in the Member, which shall have full power and authority to sell, assign and encumber any and all of the LLC’s assets and to wind up and liquidate the affairs of the LLC in an orderly and business-like manner. The proceeds of liquidation of the assets of the LLC distributable upon a dissolution and winding up of the LLC shall be applied in the following order of priority:

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