Dissolution of Partnership. 53 Section 15.2 Return of Capital Contribution upon Dissolution......
Dissolution of Partnership. The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.
(a) The effective date of the Withdrawal or removal of the General Partner, unless (1) at the time there is at least one other General Partner (which may be the Special Limited Partner if it elects to serve as successor General Partner under Section 13.4 hereof) who will continue as General Partner, or (2) within 120 days after the occurrence of any such event the Limited Partner elects to continue the business of the Partnership.
(b) The sale of the Apartment Housing and the receipt in cash of the full amount of the proceeds of such sale. Notwithstanding the foregoing, however, in no event shall the Partnership terminate prior to the expiration of its term if such termination would result in a violation of the Mortgage or any other agreement with or rule or regulation of any Mortgage lender to which the Partnership is subject.
Dissolution of Partnership. (a) The Partnership shall be dissolved and its affairs wound up upon the first to occur of the following events:
(i) the written election of the General Partner, in its sole discretion, to dissolve the Partnership;
(ii) the occurrence of any event that results in the General Partner ceasing to be the general partner of the Partnership under the Act, provided that the Partnership will not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, all of the Class A Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership;
(iii) the Transfer of all or substantially all of the assets of the Partnership and the receipt and distribution of all the proceeds therefrom;
(iv) at any time that there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act; and
(v) the entry of a decree of judicial dissolution under Section 17-802 of the Act.
(b) The withdrawal, death, dissolution, retirement, resignation, expulsion, liquidation or bankruptcy of a Partner, the admission to the Partnership of a new General Partner or Limited Partner, the withdrawal of a Partner from the Partnership, or the transfer by a Partner of its Partnership Interest to a third party shall not, in and of itself, cause the Partnership to dissolve.
Dissolution of Partnership. (a) The Partnership shall be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following events:
(i) the sale of the Property;
(ii) the written consent of all Partners to dissolve the Partnership;
(iii) the occurrence of an event of withdrawal of the General Partner, unless within 90 days after the withdrawal, the Limited Partner elects to continue the business of the Partnership and appointments, effective as of the date of withdrawal, a Substituted General Partner; or
(iv) the entry of a decree of judicial dissolution under the Partnership Law.
(b) In the event of the dissolution of the Partnership for any reason, the General Partner or, if there are no General Partner, then a liquidating agent or committee appointed by the Limited Partner (the General Partner or such Person or committee so designated hereinafter referred to as the “Liquidator”), shall begin to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property 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 Partnership in connection with the liquidation and termination of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including a certificate of dissolution) necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets.
(d) Notwithstanding the foregoing, a Liquidator which is not a General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator shall be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by all of the Limited Partners.
Dissolution of Partnership. The Partnership shall be dissolved -------------------------- upon the earlier occurrence of any of the following events:
A. The bankruptcy, insolvency, liquidation or dissolution of the General Partner;
B. Upon the written consent of all Partners;
C. The sale of all or substantially all of the assets of the Partnership;
D. Pursuant to the provisions of Article II and IX hereof; or
Dissolution of Partnership. The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.
(a) The effective date of the Withdrawal or removal of the General Partner, unless (1) at the time there is at least one other General Partner (which may be the Special Limited Partner if it elects to serve as successor General Partner under Section 13.4 hereof) who will continue as General Partner, or (2) within 120 days after the occurrence of any such event the Limited Partner elects to continue the business of the Partnership.
(b) The sale of the Project and the receipt in cash of the full amount of the proceeds of such sale. Notwithstanding the foregoing, however, in no event shall the Partnership terminate prior to the expiration of its term if such termination would result in a violation of the Mortgage or any other agreement with or rule or regulation of South Trust Bank National Association to which the Partnership is subject.
Dissolution of Partnership. If both parties desire that the domestic partnership be terminated, they will no longer be deemed domestic partners by the District or the State, and eligibility will end six months following notification of dissolution to the District. If Form NP/SF DP-1 has been filed with the State, then the employee must file the Notice of Termination of Domestic Partnership (NP/SF DP-2) with the Secretary of State. In the case of opposite gender partnerships, since District guidelines do not require opposite sex partners to become Domestic Partners, notice of the dissolution of an opposite gender relationship must be delivered to the Human Resources Department in the form of a notarized letter signed by both parties.
Dissolution of Partnership. Subject to the provisions of Section 8.4, in the event of the filing of a petition in bankruptcy, insolvency or for dissolution, or in the event of the removal or resignation of the General Partner, the Partnership shall thereupon be dissolved and terminated pursuant to Article XI. The date of the General Partner's filing of such petition for bankruptcy, insolvency or for dissolution, or the date of such removal or resignation, whichever is applicable, shall be deemed the last day of a Fiscal Year, unless the Partnership is continued pursuant to Section 8.4. If the Limited Partners fail to continue the business of the Partnership as provided in Section 8.4, the Partnership shall forthwith be terminated and the Partnership shall be dissolved as required by law.
Dissolution of Partnership. The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events:
(a) The effective date of the Withdrawal or removal of the General Partner, unless (1) at the time there is at least one other General Partner (which may be the Special Limited Partner if it elects to serve as successor General Partner under Section 13.4 hereof) who will continue as General Partner, or (2) within 120 days after the occurrence of any such event the Limited Partner elects to continue the business of the Partnership;
(b) The sale of the Project and the receipt in cash of the full amount of the proceeds of such sale; or
(c) The written election to do so of the Limited Partner. Notwithstanding the foregoing, however, in no event shall the Partnership terminate prior to the expiration of its term if such termination would result in a violation of the Mortgage or any other agreement with or rule or regulation of Missouri Housing Development Commission to which the partnership is subject.
Dissolution of Partnership. The Partnership shall continue until dissolved as herein provided. Except as provided in Section 4.2 hereof or in Section 5.2 of the Agency Agreement, no Partner shall cause the Partnership to be dissolved without the prior written consent of the other Partner. Upon dissolution of the Partnership, the provisions of Section 5.2, 5.3 and 5.4 of the Agency Agreement shall apply, as the case may be.
