DISSOLUTION AND WINDING-UP OF PARTNERSHIP Sample Clauses

DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur: A. The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; B. The expiration of the term of the Partnership; C. The sale, transfer, or other disposition of all of the assets of the Partnership; or D. Any other event which must, by law, cause a dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: A. Cause the cancellation of the Certificate of Limited Partnership; B. Take full account of the Partnership’s assets and liabilities; C. Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and D. Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order: 1. First, to the payment and discharge of all of the Partnership’s debts and liabilities to persons or entities other than Partners and the expenses of liquidation; 2. Second, to the payment and discharge of any loans and advances made by former Partners who withdrew or were removed prior to the occurrence of the event specified in Section 12.1 of this Agreement; 3. Third, to the payment and discharge of any loans and advances made by Partners to the Partnership; 4. Fourth, to the payment of the Partners’ income accounts (exclusive of any income attributable to the sale of the Property), in the following order: (a) to the Limited Partner pursuant to Section 6.1(A); and (b) to the Partners pursuant to Section 6.1(B). 5. Fifth, to the payment of the capital accounts of the Partners, in the following order: (a) to the Limited Partner to the extent of the balances in its capital account; and (b) the balance, if any, to be divided amongst the Partners based upon each Partner’s proportionate share of interest in the Partnership. 12.3 Notwithstanding the provisions of Section 12.2,...
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 13.1 The Partnership shall be dissolved upon the first of any of the following events to occur: (A) The resignation, withdrawal, removal, retirement, death, or insanity of a General Partner or the legal termination of a General Partner which is not a natural person; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of any General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by any General Partner; provided, however, that the business of the Partnership may be continued pursuant to Article 13.2; (B) The vote to dissolve the partnership by Limited Partners owning at least seventy-five percent (75%) in interest of the Partnership and delivery of written notice signed by such Limited Partners to the General Partner within any ninety (90) day period; (C) The expiration of the term of the Partnership; (D) The sale, transfer, or other disposition of all of the assets of the Partnership; or (E) Any other event which must, by law, cause a dissolution of a limited partnership. 13.2 Upon a dissolution of the Partnership pursuant to Article 13.1, one or more of the Partners shall, promptly after such dissolution, give notification thereof to the other Partners and shall call for a vote of the Partners whether to continue the business of the Partnership or to wind up the Partnership pursuant to Article 13.3 of this Agreement. (A) If a remaining General Partner plus Limited Partners owning fifty-one percent (51%) of the Limited Partners’ interest in the Partnership affirmatively elect to continue the business of the Partnership, then the business of the Partnership shall be continued pursuant to the powers contained herein. (B) If there is no General Partner remaining upon dissolution, then, upon the affirmative unanimous vote of all duly admitted Limited Partners, the Partnership shall be reconstituted as a new Partnership on the same terms and conditions hereof, and the business of the Partnership shall be continued, and a substitute General Partner shall be elected. Such election shall be accomplished in the following manner: Any one or more of the Limited Partners shall promptly nominate a person or entity for election as a substitute General Partner. Such nominee shall become a General Partner upon his or its acceptance and upon the written consent or affirmative vote of Limited Partners owning one hundred percent (100%) of the Units then outstanding. In the event that such nominee is not ele...
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 30 Section 10.1 Dissolution.................................. 30 Section 10.2
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP. 12.1 The Partnership shall be dissolved upon the first of any of the following events to occur (a) The resignation, withdrawal or removal of the General Partner or the legal termination of the General Partner; the assignment for the benefit of creditors, bankruptcy, or legal incapacity of the General Partner; or the voluntary institution or filing of any proceeding or petition in bankruptcy by the General Partner; provided, however, that the business of the Partnership may be continued pursuant to Section 12.2; (b) The expiration of the term of the Partnership; (c) The sale, transfer, or other disposition of all of the assets of the Partnership; or (d) Any other event which by law causes the dissolution of a limited partnership. 12.2 Promptly after the occurrence of any of the events set forth in Section 12.1, the General Partner or its trustee, receiver, or successor (hereinafter called the “Liquidator”) (or if there is not a General Partner, a person designated by the Limited Partner shall: (a) Cause the cancellation of the Certificate of Limited Partnership; (b) Take full account of the Partnership’s assets and liabilities; (c) Cause the assets to be liquidated as promptly as is consistent with obtaining the fair value thereof; and (d) Apply and distribute the proceeds therefrom, to the extent sufficient to pay the Partnership’s obligations with respect thereto, in the following order:
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DISSOLUTION AND WINDING-UP OF PARTNERSHIP 
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Related to DISSOLUTION AND WINDING-UP OF PARTNERSHIP

  • Dissolution and Winding Up of the Company Dissolution. The Company will be dissolved on the happening of any of the following events: Sale, transfer, or other disposition of all or substantially all of the property of the Company; The agreement of all of the Members; By operation of law; or The death, incompetence, expulsion, or bankruptcy of a Member, or the occurrence of any event that terminates the continued membership of a Member in the Company, unless there are then remaining at least the minimum number of Members required by law and all of the remaining Members, within 120 days after the date of the event, elect to continue the business of the Company.

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

  • 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 of the Partnership The General Partner may dissolve the Partnership prior to the expiration of its term at any time on not less than 60 days’ notice of the dissolution date given to the other Partners. Upon the dissolution of the Partnership, the Partners’ respective interests in the Partnership shall be valued and settled in accordance with the procedures set forth in Section 6.5.

  • Dissolution of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following: (i) a decree of dissolution of the Court of Chancery of the State of Delaware pursuant to Section 18-802 of the Act; (ii) the occurrence of any other event that would make it unlawful for the business of the Company to be continued; or (iii) the written consent of each Member. Except as expressly provided herein or as otherwise required by the Act, the Members shall have no power to dissolve the Company. (b) In the event of the dissolution of the Company for any reason, the Manager or any liquidating agent or committee appointed by the Manager upon reasonable arms length transaction terms shall act as a liquidating agent (such liquidating agent or committee, in such capacity, is hereinafter referred to as the “Liquidator”) and shall commence to wind up the affairs of the Company and to liquidate the Company assets. The Members shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles 4 and 5. The Liquidator shall have reasonable discretion to determine the time, manner and terms of any sale or sales of Company assets pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Company in connection with the liquidation and termination of the Company that the Manager would have with respect to the assets and liabilities of the Company during the term of the Company, and the Liquidator is hereby expressly authorized and empowered to execute any and all documents necessary or desirable to effectuate the liquidation and termination of the Company and the transfer of any Company assets. (d) Notwithstanding the foregoing, a Liquidator which is not a Member shall not be deemed a Member and shall not have any of the economic interests in the Company of a Member; and such Liquidator shall be compensated for its services to the Company at normal, customary and competitive rates for its services to the Company, as reasonably determined by the Manager.

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

  • Dissolution Winding Up and Termination Upon the occurrence of a liquidating Event, the General Partner shall have the full power and authority to proceed with the liquidation of the Partnership and to take all steps which they may deem necessary or desirable to wind up the Partnership's affairs, having for such purpose all the powers referred to and provided for in Article VI appropriate to accomplish the same and allowing for a reasonable time in order to minimize losses attendant to the liquidation, so that the Partnership may be terminated in accordance with the Act. In the event that there is no General Partner, the Limited Partner may designate one or more Partners or a non-Partner or both to proceed with the liquidation of the Partnership's assets and the termination of the Partnership. In the event that a liquidator is designated pursuant to the preceding sentence, hereinafter in this Article all references to the General Partner shall be deemed to refer to such liquidator.

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