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.
Appears in 8 contracts
Samples: Limited Partnership Agreement (Merrill Lynch Preferred Funding Ii Lp), Limited Partnership Agreement (Merrill Lynch Preferred Funding I Lp), Agreement of Limited Partnership (Merrill Lynch Preferred Capital Trust Ii)
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 or 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 bankruptcy, insolvency or insolvency dissolution 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.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Hawaiian Electric Industries Inc), Limited Partnership Agreement (Hei Preferred Funding L P)
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission or withdrawal of Partners in accordance with the terms of this Agreement. The Except as provided in Section 11.2(b)(ii), the death, withdrawalretirement, resignation, expulsion, 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, not cause the Partnership to be dissolved and its affairs wound upup so long as the Partnership at all times has at least two Partners. To the fullest extent permitted by applicable law, upon 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 delivery of written direction by the General Partner to dissolve the Partnership (which direction is optional and wholly within the discretion 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 AgreementSection 10.1(b), or the filing of a certificate of dissolution or its equivalent 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 which 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 this Agreement and the Delaware Partnership Act;
(iii) the Partnership has redeemed or otherwise purchased all entry of an order for the dissolution of the Partnership Preferred Securities;
(iv) upon the entry of a decree of judicial dissolution under Section 17-802 of the ActAct by a court of competent jurisdiction; or
(viv) in accordance with the written consent provisions of all Partnerseach Action establishing any series of Preferred Securities then outstanding.
(c) Upon dissolution of the Partnership, the Liquidator Liquidator, as defined below, shall promptly notify the Partners of such dissolution.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Entergy Power Uk PLC), Limited Partnership Agreement (Entergy London Capital Lp)
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 Part- nership 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 busi- ness 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 accor dance 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 expira tion 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 accor dance 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.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ultramar Diamond Shamrock Corp)
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 Preferred Partnership Preferred Securities;
(iv) upon the entry of a decree of judicial dissolution under Section 17-802 of the Delaware Partnership 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.
Appears in 1 contract
Samples: Limited Partnership Agreement (Txu Europe Funding I L P)
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 that 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 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 Preferred Partnership Preferred Securities;
(iv) upon the entry of a decree of judicial dissolution under Section 17-802 of the Delaware Partnership Act; or;
(v) the written consent of all Partners; or
(vi) on any Dissolution Date, the Holders (or, if the Trust is the only Holder, the holders of the Preferred Trust Securities) vote in favor of a dissolution by 100% in Liquidation Preference of the Preferred Partnership Securities (or, if the Trust is the only Holder, by 100% in aggregate liquidation amount of the Preferred Trust Securities).
(c) Upon dissolution of the Partnership, the Liquidator shall promptly notify the Partners of such dissolution.
Appears in 1 contract
Samples: Limited Partnership Agreement (Txu Europe Funding I L P)
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional or successor 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 or 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 occurrence of any of the following events:
(i) upon The expiration of the term of the Partnership, as provided in Section 1.3 hereof,
(ii) Upon the bankruptcy or insolvency of the General Partner;
(iiiii) upon 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 AgreementSection 6.2(a), or the filing of a certificate of dissolution or its equivalent 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 the occurrence of any other event occurs that which 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;
Act (iii) the Partnership has redeemed or otherwise purchased all any remaining general partner of the Partnership Preferred Securitiesis hereby authorized to and shall continue the business of the Partnership without dissolution);
(iv) upon the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(v) upon the written consent of all Partners.
(c) Upon dissolution of the Partnership, the Liquidator shall promptly notify the Partners of such dissolution.
Appears in 1 contract
Samples: Limited Partnership Agreement (Merrill Lynch Preferred Funding Vi L P)
Dissolution of the Partnership. (a) The Partnership shall not be dissolved by the admission of additional or successor 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 Partner- ship 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 or 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 occurrence of any of the following events:
(i) upon The expiration of the term of the Partnership, as provided in Section 1.4 hereof,
(ii) Upon the bankruptcy or insolvency of the General Partner;
(iiiii) upon 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 AgreementSection 10.1, or the filing of a certificate of dissolution or its equivalent 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 which 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;
Act (iii) the Partnership has redeemed or otherwise purchased all any remaining general partner of the Partnership Preferred Securitiesis hereby authorized to and shall continue the business of the Partnership without dissolution);
(iv) in accordance with any Action;
(v) upon the entry of a decree of judicial dissolution under Section 17-802 of the Act; or
(vvi) upon the written consent of all Partners.
(c) Upon dissolution of the Partnership, the Liquidator (as defined below) shall promptly notify the Partners of such dissolution.
Appears in 1 contract
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 that 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 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) if the Partnership has redeemed or otherwise purchased all of the Preferred Partnership Preferred Securities;
(iv) upon the entry of a decree of judicial dissolution under Section 17-802 of the Delaware Partnership Act; or;
(v) the written consent of all Partners; or
(vi) on any Dissolution Date, the Holders (or, if the Trust is the only Holder, the holders of the Preferred Trust Securities) vote in favor of a dissolution of the Partnership by 100% in Liquidation Preference of the Preferred Partnership Securities (or, if the Trust is the only Holder, by 100% in aggregate liquidation amount of the Preferred Trust Securities).
(c) Upon dissolution of the Partnership, the Liquidator shall promptly notify the Partners of such dissolution.
Appears in 1 contract
Samples: Limited Partnership Agreement (Texas Utilities Co /Tx/)