Dissolution Liquidation and Termination of the Partnership Sample Clauses

Dissolution Liquidation and Termination of the Partnership. 16 7.1 Limitations...................................................... 16 7.2
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Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution ----------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the righ...
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Dissolution Liquidation and Termination of the Partnership. Section 8.1 Events Causing Dissolution A. The Partnership shall dissolve and its affairs shall be wound up upon the first to occur of the following events: (i) the expiration of its term;
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Dissolution Liquidation and Termination of the Partnership. Section 8.1 Events Causing Dissolution A. The Partnership shall dissolve and its affairs shall be wound up upon the first to occur of the following events: (i) the expiration of its term; (ii) the withdrawal of a General Partner, unless the Partnership is continued pursuant to Sections 6.3B or 6.3C; (iii) the Sale of all or substantially all of the Partnership's assets and the receipt in cash of the proceeds thereof, except in instances in which and proceeds are to be reinvested in accordance with the provisions of this Agreement; (iv) the election by the General Partner, with the Majority Vote of the Investors, to dissolve the Partnership; (v) by the Majority Vote of the Investors pursuant to Section 5.3A to dissolve the Partnership; or (vi) the happening of any other event causing the dissolution of the Partnership under applicable law. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution. A certificate of cancellation shall be filed under the Act upon the dissolution and the commencement of winding up of the Partnership; provided, however, that the Partnership shall not terminate until the assets of the Partnership has been distributed as provided in Section 8.
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Dissolution Liquidation and Termination of the Partnership. Section 8.1 Events Causing Dissolution The Partnership shall dissolve and its affairs shall be wound up upon the happening of any of the following events: (A) the expiration of its term; (B) the Incapacity, removal or registration of a sole General Partner, unless a successor General Partner is designated pursuant to Section 6.1 or 6.2; (C) the sale or other disposition at one time of all or substantially all the assets of the Partnership; or (D) the election by the General Partner, with the Consent of the Limited Partners pursuant to Section 5.4B(2), to dissolve the Partnership.
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Dissolution Liquidation and Termination of the Partnership. 7.1 LIMITATIONS The Partnership may be dissolved, liquidated and terminated pursuant to and only pursuant to the provisions of this Article 7, and the parties hereto do hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership's assets. 7.2 EXCLUSIVE CAUSES The following and only the following events shall cause the Partnership to be dissolved, liquidated and terminated: (a) The unanimous election of the Partners; (b) The occurrence of an event of withdrawal of the General Partner; provided, however, the events set forth at Sections 17-402(a)(4) and (5) of the Act shall not constitute events of withdrawal of the General Partner and upon the occurrence of any such event the General Partner shall not cease to be general partner of the Partnership and the Partnership shall continue without dissolution; and (c) Dissolution of the Partnership by law, including pursuant to a decree of judicial dissolution under Section 17-802 of the Act.
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Dissolution Liquidation and Termination of the Partnership. 16 --------- --------------------------------------------------------------------- 8.1 LIMITATIONS. 16 8.2 EXCLUSIVE CAUSES. 16 8.3 LIQUIDATION. 17 8.4 NO CAPITAL CONTRIBUTION UPON DISSOLUTION. 17
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Dissolution Liquidation and Termination of the Partnership 
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Related to Dissolution Liquidation and Termination of the Partnership

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • 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.

  • Dissolution and Termination (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon: (i) an election to dissolve the Company by the Manager (or, if the Manager has been removed for “cause” pursuant to Section 5.2, an election to dissolve the Company by an affirmative vote of the holders of not less than a majority of the Common Shares then Outstanding entitled to vote thereon); (ii) the sale, exchange or other disposition of all or substantially all of the assets and properties of the Company; (iii) the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act; or (iv) at any time that there are no members of the Company, unless the business of the Company is continued in accordance with the Delaware Act.

  • Dissolution and Termination of the Company 20 Section 12.1. Dissolution.................................................20 Section 12.2. Liquidation.................................................20 Section 12.3. Time for Liquidation, etc...................................21 Section 12.4. Claims of the Members.......................................21

  • Dissolution and Termination of Trust (a) This Trust shall continue without limitation of time but subject to the provisions of sub-sections (b) and (c) of this Section 9.4. (b) Notwithstanding anything in Section 9.5 to the contrary, the Trustees may without Shareholder approval (unless such approval is required by the 1940 Act) in dissolution of the Trust or any Class, liquidate, reorganize or dissolve the Trust or any Class in any manner or fashion not inconsistent with applicable law, including, without limitation, (i) sell and convey all or substantially all of the assets of the Trust or any Class to another trust, partnership, limited liability company, association or corporation, or to a separate series or class of shares thereof, organized under the laws of any state or jurisdiction, for adequate consideration which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any Class, and which may include shares of beneficial interest, stock or other ownership interests of such trust, partnership, limited liability company, association or corporation or of a series thereof; or (ii) at any time sell and convert into money all of the assets of the Trust or any Class. Following a sale or conversion in accordance with the foregoing sub-Section 9.4(b)(i) or (ii), and upon making reasonable provision, in the determination of the Trustees, for the payment of all liabilities of the Trust or the affected Class as required by applicable law, by such assumption or otherwise, the Shareholders of each Class involved in such sale or conversion shall be entitled to receive, as a Class, when and as declared by the Trustees, the excess of the assets allocated to that Class over the liabilities allocated to such Class. The assets so distributable to the Shareholders of any particular Class shall be distributed among such Shareholders in proportion to the number of Shares of that Class held by them and recorded on the books of the Trust. (c) Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in sub-section (b), the Trust (in the case of a sale or conversion with respect to the Trust) or any affected Class shall terminate and the Trustees and the Trust or any affected Class shall be discharged of any and all further liabilities and duties hereunder and the right, title and interest of all parties with respect to the Trust or such affected Class shall be cancelled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust’s certificate of trust to be filed in accordance with the Act, which certificate of cancellation may be signed by any one Trustee.

  • Dissolution and Liquidation (Check One)

  • 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.

  • Liquidation and Termination On dissolution of the Company, the Manager shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Manager. The steps to be accomplished by the liquidators are as follows: (a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable; (b) the liquidators shall cause the notice described in the Act to be mailed to each known creditor of and claimant against the Company in the manner described thereunder; (c) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; (d) all remaining assets of the Company shall be distributed to the Members (i) first to the Class B Unitholders, in an amount equal to their respective Class B Preferred Return Base Amount plus all outstanding an accrued Class B Preferred Return Amount, pro rata based on their Class B Units, and then (ii) the balance to the Class A Unitholders in accordance with their respective Percentage Interests at the end of the Taxable Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation). The distribution of cash and/or property to the Members in accordance with the provisions of this Section 14.02 and Section 14.03 below constitutes a complete return to the Members of their Capital Contributions and a complete distribution to the Members of their interest in the Company and all the Company’s property. To the extent that a Member returns funds to the Company, such returning Member has no claim against any other Member for those funds; and

  • Termination and Liquidation Section 9.01.

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