Dissolution of General Partner Sample Clauses

Dissolution of General Partner. The General Partner hereby agrees and covenants that it will not dissolve, liquidate or otherwise cease to exist prior to the appointment of a successor general partner who shall agree to be bound by the provisions of this Agreement. The Fund and the Unitholders shall have the right to enforce this Section 4.11 without the consent or joinder of the General Partner and the General Partner and any successor general partner hereby consent to any equitable remedies, including temporary and/or permanent injunctions or specific performance preventing the dissolution or withdrawal, of the General Partner or any successor general partner. Upon the dissolution or withdrawal of the General Partner after the appointment of a successor in accordance with Section 4.8, the General Partner and the successor to the General Partner hereby covenant and agree to continue the business of the Fund without interruption.
Sample 1
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Dissolution of General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner shall not take, or agree to take, any action (corporate or otherwise) to dissolve, liquidate, file a proposal for bankruptcy under the Bankruptcy and Insolvency Act (Canada), wind up or make any arrangement or assignment for the benefit of creditors or appoint any trustee, receiver, receiver- manager or sequestrator to administer its affairs, unless it has first given 60 days' prior notice in writing to each Limited Partner.
Sample 1
Dissolution of General Partner. In the event of the dissolution of the General Partner, the Limited Partner may within thirty days after notice of such event elect to continue the Partnership. In the event that the Limited Partner elects to continue the Partnership, the Limited Partner shall designate a new General Partner. If such new General Partner shall accept such designation, it shall succeed to all the rights, duties and obligations of the General Partner occurring from and after the date of its acceptance. In the absence of such designation, consent and acceptance, and in the event that there is no General Partner otherwise remaining, the Partnership shall be dissolved on such thirtieth day, in which event the Limited Partner shall wind up and liquidate the Partnership as provided in paragraph 21 below.
Sample 1
Dissolution of General Partner. Notwithstanding anything else contained herein, the General Partner shall not take, or agree to take, any action (corporate or otherwise) to dissolve, liquidate, file a proposal for bankruptcy under the Bankruptcy and Insolvency Act (Canada) or any other legislation of any jurisdiction, wind up or make any arrangement or assignment for the benefit of creditors or appoint any trustee, receiver, receiver-manager, or sequestrator to administer its affairs unless it shall have first given 90 days’ notice in writing to the Limited Partners and in such notice called a meeting of Limited Partners to be held for the purpose of appointing a new General Partner by vote of a Majority-In- Interest of the Limited Partners. Upon the appointment of such new General Partner, the former General Partner shall be deemed to have resigned as the General Partner of the Fund.
Sample 1

Related to Dissolution of General Partner

  • Dissolution of the Partnership The Partnership shall be dissolved upon the happening of any of the following:

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Dissolution of the Company The Company shall be dissolved upon the happening of any of the following events, whichever shall first occur:

  • 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 of Company (a) The Company shall be dissolved, wound up and terminated as provided herein upon the first to occur of the following:

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • 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.

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

  • Admission of Successor General Partner A successor General Partner approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

  • Dissolution of the Issuer Upon dissolution of the Issuer, the Administrator shall wind up the business and affairs of the Issuer in accordance with Section 9.2 of the Trust Agreement.

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