Effect of Terminating Event Clause Samples
Effect of Terminating Event. Except as specifically provided in this Agreement, the occurrence of a Terminating Event to a Partner (the “Terminated Partner”) shall not cause the dissolution or termination of the Partnership, and the Partnership shall continue in effect under this Agreement. Upon the occurrence of a Terminating Event (other than a Terminating Event described in clause (i) of the definition thereof), the representative, trustee in bankruptcy, or lawful successor or assigns of the Terminated Partner (i) shall within 15 days of the occurrence of the Terminating Event, deliver written notice to each other Partner of such Terminating Event, its nature and date of occurrence, and (ii) shall, except as otherwise specified in this Section 9.6, succeed to the Terminated Partner’s rights, powers and obligations solely for the purpose of administering the Interest of the Terminated Partner. Upon settlement of the winding up and dissolution or reorganization of the Terminated Partner, the successors or assigns of the Terminated Partner pursuant to such winding up and dissolution or reorganization shall, subject to the continuation of the Partnership and the provisions of this Section 9.6, become a substitute Partner in the Partnership in the place and stead of the Terminated Partner and shall succeed to the Interest of the Terminated Partner in accordance with the terms of the settlement of the winding up and dissolution, or reorganization of, the Terminated Partner’s affairs. Notwithstanding the foregoing, from and after the date on which a Terminating Event occurs to a Terminated Partner, all of the Terminated Partner’s rights to management and control of the Partnership shall immediately terminate, including the right to appoint Executive Committee members, the right to act as General Partner, the right to consent to Transfers of Interests by any other Partner (or Transfers of interests in any other Partner), the right to participate in a Transfer under Section 9.4, and the right to initiate any of the provisions of Section 9.5, 9.6.2 or 9.7.
Effect of Terminating Event. Upon the occurrence of a --------------------------- Terminating Event, the parties shall have the rights as follows:
(a) As to a Terminating Event as described in subparagraphs (c) through 8.2(f), the Non-Defaulting Parties shall have the right to purchase the capital stock of NEWCO held by the Defaulting Party for an amount equal to the fair market value of such stock, as determined in accordance with Section 8.4 below;
(b) As to the Terminating Event described in subparagraph 8.2(g), NEWCO shall be dissolved and liquidated.
Effect of Terminating Event. 17 7.4. Fair Market Value of Capital Stock of NEWCO................ 18 7.5. Material Breach............................................ 18