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 the Partnership. The Partnership may be dissolved at any time by mutual written consent of the Partners. In addition, the Partnership shall be dissolved upon (a) the resignation of the General Partner, (b) the final judgment by a court having jurisdiction over the General Partner adjudicating the General Partner to be bankrupt, or (c) the expiration of the term of the Partnership. In no event shall the dissolution or bankruptcy of the Limited Partner result in the dissolution of the Partnership.
Dissolution of the Partnership. (a) Upon termination of the Partnership in accordance with the provisions of this Agreement, the Partnership shall be considered dissolved, and the General Partner shall wind up the affairs of the Partnership, sell all of the Partnership assets as promptly as is consistent with obtaining the fair market value thereof, and, after paying all liabilities and costs of winding up, shall distribute the proceeds in accordance with the provision of Article XV hereof.
(b) Except as expressly provided in this Agreement to the contrary, the Limited Partner shall at all times look solely to the assets of the Partnership for the return of its capital contribution and any anticipated profits. If the Partnership assets remaining after paying all liabilities and costs of winding up of the Partnership, and after adding back the General Partner Home Builder Expense Reimbursement, are insufficient to pay the First Tier Distributions and the Second Tier Distributions, the Limited Partner shall have no recourse against the General Partner. The winding up of the affairs of the Partnership and the distribution of its assets shall be conducted exclusively by the General Partner who is hereby authorized to do any and all acts and things authorized by law for these purposes.
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of Partners in accordance with the terms of this Agreement. The death, withdrawal, bankruptcy or dissolution of a Limited Partner, or the occurrence of any other event which terminates the Interest of a Limited Partner in the Partnership, shall not, in and of itself, cause the Partnership to be dissolved and its affairs wound up. To the fullest extent permitted by applicable law, upon the occurrence of any such event, the General Partner may, without any further act, vote on approval of any Partner, admit any Person to the Partnership as an additional or substitute limited partner in the Partnership, which admission shall be effective as of the date of the occurrence of such event, and the business of the Partnership shall be continued without dissolution.
(b) The Partnership shall be dissolved and its affairs shall be wound up upon the earliest to occur of any of the following events:
(i) upon the bankruptcy or insolvency of the General Partner;
(ii) upon the assignment by the General Partner of its entire interest in the Partnership when the assignee is not admitted to the Partnership as a general partner of the Partnership in accordance with this Agreement, or the filing of a certificate of dissolution or its equivalent with respect to the General Partner, or the revocation of the General Partner's charter and the expiration of 90 days after the date of notice to the General Partner of revocation without a reinstatement of its charter, or if any other event occurs that causes the General Partner to cease to be a general partner of the Partnership under the Delaware Partnership Act, unless the business of the Partnership is continued in accordance with the Delaware Partnership Act;
(iii) the Partnership has redeemed or otherwise purchased all of the Partnership Preferred Securities;
(iv) upon the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(v) the written consent of all Partners.
(c) Upon dissolution of the Partnership, the Liquidator shall promptly notify the Partners of such dissolution.
Dissolution of the Partnership. The Partnership shall be dissolved upon the earlier of the expiration of the term of the Partnership, or upon:
(a) subject to Section 6.03, the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetency of a General Partner who is at that time the sole General Partner;
(b) the sale or other disposition of all or substantially all of the assets of the Partnership;
(c) the election by the General Partner, with the Consent of BCTC 94, Inc.; or
(d) any other event causing the dissolution of the Partnership under the laws of the State.
Dissolution of the Partnership. The Partnership shall dissolve and commence winding up its affairs and liquidating its assets upon the occurrence of (i) the written consent of the Limited Partner to dissolve, wind up and liquidate the Partnership, (ii) the withdrawal, removal, bankruptcy, the filing of a certificate of dissolution, or its equivalent, of the General Partner, or any other event which under the Limited Partnership Act causes a general partner to cease to be a general partner of the Partnership, unless (a) at the time of the occurrence of such event there is a remaining general partner who agrees to continue the business of the Partnership without dissolution and does so, or (b) within ninety (90) days of such event, the Limited Partner agrees in writing to the continuation of the business of the Partnership and to the appointment (effective as of the date of such event) of one or more additional or successor general partners of the Partnership, (iii) the occurrence of any other event that makes it unlawful, impossible, or impractical to carry on the business of the Partnership, (iv) the bankruptcy of the Partnership, or (v) the entry of a decree of judicial dissolution of the Partnership pursuant to the Limited Partnership Act.
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional Partners. The Partnership shall dissolve, and its affairs shall be wound up, upon:
(i) subject to Section 7.4(q) and Section 7.5(q), an election to dissolve the Partnership by the Managing General Partner of the Partnership generally and the Managing General Partner of each Series that is approved by a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME;
(ii) the entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Delaware Act;
(iii) the termination of the last remaining Series;
(iv) at any time that there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act; or
(v) any event that causes a General Partner to cease to be a general partner of the Partnership generally or any Series; provided that the Partnership shall 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 generally or any Series 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, a Majority in Interest of each of the Series AC and Series LH and a Supermajority Interest of the Series EA and Series ME, agree in writing or vote 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 generally and, to the extent applicable, each Series.
(b) Upon the dissolution of the Partnership as provided herein, the Partnership shall be wound up by winding up each Series in the manner provided by Section 11.3.
Dissolution of the Partnership. 39 SECTION 13.3 LIQUIDATION...................................................40 SECTION 13.4
Dissolution of the Partnership. The Partnership shall be dissolved upon the happening of any of the following:
(a) An election to dissolve and wind up the affairs of the Partnership by the General Partner (subject to Section 9.3 hereof);
(b) The occurrence of an Event of Retirement to the last remaining General Partner, unless the Limited Partners elect to continue the business of the Partnership pursuant to the provisions of Sections 12.4 and 12.5 hereof;
(c) Any event that makes it unlawful for the Partnership business to be continued;
(d) The sale, disposition, or abandonment of all or substantially all of the assets of the Partnership unless the General Partner, in compliance with Section 9.3 hereof, elects to continue the Partnership business for the purpose of the receipt and the collection of indebtedness or the collection of any other consideration to be received in exchange for the assets of the Partnership (which activities shall be deemed to be part of the winding up of the affairs of the Partnership);
(e) Dissolution required by operation of law; or
(f) December 31, 2097, unless a majority in interest of the Partnership elects to continue the Partnership.
Dissolution of the Partnership. (a) The Partnership shall be dissolved, and its affairs shall be wound up and a Section 15 Notice of Dissolution shall be filed with the Registrar pursuant to the Partnership Act upon the first to occur of the following (each a “Dissolution Event”): (i) the General Partner determines to dissolve the Partnership, (ii) at any time when there are no Limited Partners or (iii) the entry of a decree of judicial dissolution of the Partnership under the Partnership Act. The dissolution, resignation, expulsion or bankruptcy of any Limited Partner or, save as provided below, the General Partner, shall not cause the dissolution of the Partnership.
(b) The removal, withdrawal, bankruptcy, insolvency, termination or dissolution of the last remaining General Partner of the Partnership being either an individual resident in the Cayman Islands or a company registered under the Companies Law (as revised) of the Cayman Islands or registered pursuant to Part IX of the Companies Law (as revised) of the Cayman Islands or a partnership registered pursuant to section 9(1) of the Partnership Act shall dissolve the partnership unless the Limited Partners unanimously agree to continue the Partnership and appoint a new General Partner who is either an individual resident in the Cayman Islands or a company registered under the Companies Law (as revised) of the Cayman Islands or registered pursuant to Part IX of the Companies Law (as revised) of the Cayman Islands or a partnership registered pursuant to section 9(1) of the Partnership Act within 90 days thereof.
