Dissolution and Termination of the Partnership. AND THE LIQUIDATION OF A PARTNER'S INTEREST IN THE PARTNERSHIP
Dissolution and Termination of the Partnership. Section 11.1 Right to Dissolve the Partnership No single Partner shall have the right to cause dissolution of the Partnership before the expiration of the term for which it is formed.
Dissolution and Termination of the Partnership. The Partnership shall be dissolved upon the occurrence of any of the following:
(1) The bankruptcy or insolvency of the General Partner or the occurrence of any other event that would permit a trustee or receiver to acquire control of the affairs of General Partner and the failure of a Majority of Interest of limited Partners to elect another General Partner;
(2) The withdrawal from the Partnership, death, or insanity of the General Partner and failure of a Majority in Interest of Limited Partners to select a successor General Partner;
(3) Agreement of the General Partner and a Majority in Interest of Limited Partners to dissolve;
(4) Any disposition of all of the property of the Partnership;
(5) The termination of the Partnership pursuant to Section 1.6; or
(6) The occurrence of any other circumstances that by law would require the Partnership to be dissolved. The dissolution shall be effective on the day on which the event causing dissolution occurs, but the Partnership shall not terminate until its assets have been distributed in accordance with the provisions of this Agreement.
Dissolution and Termination of the Partnership. The Partnership shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
a. On a date designated by the Partners and approved by Vote of Partners;
b. The sale or other disposition of all of the Partnership’s assets and the receipt in cash of the proceeds thereof;
c. One of the Partners committed an illegal or unapproved action;
d. [OTHER]
Dissolution and Termination of the Partnership. 17.1 The Partnership shall dissolve upon the first to occur of the following:
(a) expiration of the stated term of the Partnership on December 31, 2015, as provided in ARTICLE VI hereof;
(b) the withdrawal of a Partner or Partners causing only one other Partner to remain in the Partnership;
(c) the unanimous written consent or affirmative vote by the Partners, then entitled to vote, to dissolve the Partnership;
(d) the disposition of all of the Partnership's interest in its property, including notes received in connection with the sale thereof; or
(e) by the election of a Non-Defaulting Partner's pursuant to the terms set forth in ARTICLE XVI.
17.2 In the event of the dissolution of the Partnership, the Partnership shall terminate, be wound up and liquidated as herein provided. During such period, the Partners shall continue to share income and losses during the period of liquidation in the same proportion as immediately prior thereto, subject to the terms of this Agreement. The proceeds of the liquidation (after payment of all costs and expenses thereof and the establishment of reasonable reserves for contingent liabilities) shall be applied in order of priority as follows:
(a) To the repayment of debts of the Partnership other than to Partners;
(b) To the repayment of debts of the Partnership to the Partners pro rata according to the amount of the Partnership's indebtedness to each Partner;
(c) To the Partners, to the extent of their respective Capital Accounts or (if the remaining assets are insufficient for such purposes), pro rata on the basis of the relative amounts of their respective Capital Accounts; and
(d) To the Partners, to the extent of any balance remaining, based on their respective Participating Percentages at the time of such dissolution.
17.3 Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership and such Partner's capital contributions thereto and shall have no recourse therefor against the other Partners. No Partner shall have any right to demand or receive property other than cash upon dissolution and termination of the Partnership or to demand the return of its capital contributions to the Partnership prior to dissolution and termination of the Partnership.
Dissolution and Termination of the Partnership. 20.1 Except as otherwise provided herein, the Partnership shall be dissolved, liquidated and terminated upon the occurrence of any of the following events:
(i) Any disposition by the Partnership of all of its assets; or
(ii) The death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of all the Partners.
20.2 Notwithstanding anything to the contrary contained in this Agreement, in the event of the death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of a Partner (the “Withdrawing Partner”), and the continuation of the Partnership’s business by the remaining Partner, the Withdrawing Partner’s future liability, obligations and duties as a Partner of the Partnership shall cease as or the date of the disabling event and, upon the decision to continue the business of the Partnership, the Interest in the Partnership of the Withdrawing Partner shall convert from that of a General Partner to that of a Limited Partner. The Withdrawing Partner shall have the same rights, percentages and preferences to distributions, profits, losses and capital of the Partnership which were applicable to its former ownership of an interest in the Partnership as a general partner, but otherwise and except as herein provided to the contrary, it shall be a Limited Partner in all respects; provided that the conversion shall not affect any obligation of the Partnership to the Withdrawing Partner for compensation, indemnity or repayment of loans pursuant to the provisions hereof. The Withdrawing Partner as a new Limited Partner hereunder shall be entitled to Partnership rights identical to those of any other Limited Partners under California law.
Dissolution and Termination of the Partnership. Any decision to wind up the business and affairs of the Partnership or to dispose of all or substantially all of the assets of the Partnership requires the Approval of the Partners. In the event dissolution of the Partnership is approved, distributions to the Partners shall be made at the same time or times and in proportion to their respective Partner Percentage Interests. Distributions may be effected in kind if the Approval of the Partners has been obtained, any such distributions shall be effected, to the extent practicable, in a manner that defers, to the maximum extent possible, taxes that would otherwise be payable by the Partnership or the Partners.
Dissolution and Termination of the Partnership. 5.1 Term....................................................................
Dissolution and Termination of the Partnership. 14.1 EVENTS CAUSING DISSOLUTION The Partnership shall be dissolved and terminated and its Assets distributed in the manner and order provided for in this Section upon expiration of the term of the Partnership unless earlier dissolved under the following provisions:
(a) The General Partner may elect to dissolve the Partnership following the sale of all or substantially all of the Assets of the Partnership;
(b) The General Partner may elect to dissolve the Partnership in the event that the General Partner determines that as a result of the application to the Partnership or a Partner of legal restrictions, the Partnership, the Limited Partner or the General Partner may be materially and adversely affected;
(c) When the General Partner resigns, is removed or otherwise ceases to be the General Partner of the Partnership, the Partnership shall be dissolved and terminated unless a successor General Partner has been appointed; or
(d) A court of competent jurisdiction decrees dissolution. Notwithstanding provisions (a) through (d) above, the General Partner may elect to terminate the Partnership in its sole and absolute discretion.
Dissolution and Termination of the Partnership. Section 12.1 Right to Dissolve the Partnership
Section 12.2 Winding Up the Partnership
Section 12.3 Gains or Losses in Process of Liquidation
