Dissolution Upon Withdrawal of General Partner Sample Clauses

Dissolution Upon Withdrawal of General Partner. (a) The Partnership shall be dissolved if there shall occur with respect to the General Partner any of the events of withdrawal described in Sections 17-402(a)(2) through 17-402(a)(11) of the Delaware Act.
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Dissolution Upon Withdrawal of General Partner. The Partnership shall be dissolved in the event of the occurrence with respect to the General Partner of any of the events of withdrawal described in Sections 17-402(a)(2) through 17-402(a)(l0) of the Delaware Act unless, within ninety (90) days after such event, a majority in interest of the Limited Partners (A) agree to continue the Partnership and its business and (B) elect a substitute general partner effective as ofthe date of the event of withdrawal, and such substitute general partner agrees in writing to accept such election. If the General Partner suffers an event that, with the passage ofthe period specified in the Delaware Act, becomes an event of withdrawal under Section 17-402(a)(4) or (5) of the Delaware Act, the General Partner shall notify each Limited Partner of the occurrence of such event within thirty (30) days after the occurrence of such event. The Partnership shall not be dissolved in the event of the dissolution, death, bankruptcy, incompetence, disability, substitution or admission of any Limited Partner.
Sample 1
Dissolution Upon Withdrawal of General Partner. The Partnership ---------------------------------------------- shall be dissolved upon the occurrence with respect to a General Partner of any of the "events of withdrawal" described in Section 17-402 of the Delaware Act, provided, that the Partnership shall not be dissolved and the business of the Partnership shall continue to be carried on if there is at least one remaining general partner, and, provided, further, that the Partnership shall not be dissolved if all the Limited Partners agree in writing to continue the business of the Partnership and appoint one or more Persons to be the general partner in accordance with Section 17-801 of the Delaware Act.
Sample 1

Related to Dissolution Upon Withdrawal of General Partner

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).

  • Distribution Upon Withdrawal No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

  • Withdrawal of Limited Partner No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s Partnership Units in accordance with this Article XI or pursuant to redemption of all of its Partnership Units under Section 8.6.

  • Withdrawal of Limited Partners No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

  • Distribution upon Dissolution Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order:

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

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