Dissolution 107 Sample Clauses

Dissolution 107. Section 12.2 Continuation of the Business of the Partnership 107 Section 12.3 Liquidator 108 Section 12.4 Liquidation 108 Section 12.5 Cancellation of Certificate of Limited Partnership 109 Section 12.6 Return of Contributions 109 Section 12.7 Waiver of Partition 109 Section 12.8 Capital Account Restoration 109 Section 12.9 Class B Conversion Rights 110 Section 13.1 Amendments to be Adopted Solely by the General Partner 110 Section 13.2 Amendment Procedures 111 Section 13.3 Amendment Requirements 112 Section 13.4 Special Meetings 112 Section 13.5 Notice of a Meeting 113 Section 13.6 Record Date 113 Section 13.7 Adjournment 113 Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes 113 Section 13.9 Quorum and Voting 114 Section 13.10 Conduct of a Meeting 114 Section 13.11 Action Without a Meeting 115 Section 13.12 Right to Vote and Related Matters 115 Section 14.1 Authority 116 Section 14.2 Procedure for Merger, Consolidation or Conversion 116 Section 14.3 Approval by Limited Partners of Merger, Consolidation or Conversion 118 Section 14.4 Certificate of Merger; Certificate of Conversion 119 Section 14.5 Amendment of Partnership Agreement 119 Section 14.6 Effect of Merger, Consolidation or Conversion 119 Section 14.7 Business Combination Limitations 120 Section 15.1 Right to Acquire Limited Partner Interests 120 Section 16.1 Addresses and Notices 122 Section 16.2 Further Action 122 Section 16.3 Binding Effect 123 Section 16.4 Integration 123 Section 16.5 Creditors 123 Section 16.6 Waiver 123 Section 16.7 Counterparts 123 Section 16.8 Applicable Law 123 Section 16.9 Invalidity of Provisions 123 Section 16.10 Consent of Partners 123 Section 16.11 Facsimile Signatures 124 Section 16.12 Third Party Beneficiaries 124 THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CHENIERE ENERGY PARTNERS, L.P., dated as of February 14, 2017, is entered into by and between Cheniere Energy Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and the Limited Partners as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:

Related to Dissolution 107

  • 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.

  • Dissolution, etc Wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking any such winding up, liquidation or dissolution, except in connection with a merger or consolidation permitted pursuant to Section 10.8.

  • 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.

  • Dissolution and Liquidation (Check One)

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

  • Dissolution and Winding Up The Company shall dissolve and its business and affairs shall be wound up pursuant to a written instrument executed by the Member. In such event, after satisfying creditors, all remaining assets shall be distributed to the Member.

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

  • Dissolution or Liquidation To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur: (a) upon the written direction of the Member; or (b) the expiration of the term of the Company as provided in Section 2.5 hereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!