Common use of Events Causing Dissolution Clause in Contracts

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the The expiration of the term of the Partnership as provided in Section 2.03;. (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership Partnership, unless the business of the Partnership is continued in accordance with this Agreement or the Act; or (d) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal removal, which appointment shall be effective as of the occurrence of such eventthe event specified in this Section 9.02(d), which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the ActAct upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) at the written consent of the General Partner and APO LLC; (d) any time there are no limited partners other event not inconsistent with any provision hereof causing a dissolution of the Partnership unless the Partnership is continued in accordance with under the Act; or; (de) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent APO LLC consents to or ratify ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 120 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.08 hereof; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal, removal or removal Bankruptcy of the General Partner or assignment by the General Partner of its entire interest in the Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section 11.01 hereof, or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; Partner ceasing to be a general partner of the Partnership under the Act, provided, that the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other (1) remaining general partner of the Partnership who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 ninety (90) days following the occurrence of any such Incapacity or removal effective as of after the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited remaining Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business businesses of the Partnership and to the appointment, effective as of the date of such event, if required, of one (1) or more additional general partners of the Partnership; (c) A written determination by the General Partner to dissolve the Partnership; (d) The affirmative vote of holders of seventy-five percent (75%) or more of the Outstanding Units to dissolve the Partnership; (e) The sale by the Partnership of all or substantially all of the Partnership’s assets; or (f) The entry of a decree of judicial dissolution under Section 17-802 of the Act.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners other event not inconsistent with any provision hereof causing a dissolution of the Partnership unless the Partnership is continued in accordance with under the Act; or (d) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d9.02(f) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such eventremoval, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence happening of any of the following events events: (eachi) the retirement, removal, death, adjudication of bankruptcy or incompetency or the dissolution of a sole General Partner, unless within the time specified in this Agreement, the Limited Partners elect a successor General Partner to continue the business of the Partnership under the terms and conditions of this Agreement; (ii) the sale or other disposition of all or substantially all the assets of the Partnership unless the Partnership acquires, in consideration, a “Dissolution Event”):lease or mortgage, in which case the Partnership will be dissolved following the sale of its entire interest in such mortgage or lease; (aiii) the election by the General Partner or the vote by the Limited Partners, in the manner required by this Agreement, to dissolve the Partnership; (iv) the happening of any other event causing the dissolution of the Partnership under the laws of Wisconsin; (v) the determination that the Partnership's assets constitute "plan assets;" or (vi) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners Partnership. Dissolution of the Partnership unless shall be effective on the date on which the event giving rise to the dissolution occurs, but the Partnership is continued in accordance with shall not terminate until the Act; or (d) Partnership's Certificate of Limited Partnership shall have been canceled and the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: (i) at the time of the occurrence of such event there is at least one other general partner assets of the Partnership who is hereby authorized to, and elects to, carry on shall have been distributed. Notwithstanding the business dissolution of the Partnership; or (ii) all remaining Limited Partners consent , prior to or ratify the continuation liquidation and termination of the Partnership, the business of the Partnership and the appointment of another general partner affairs of the Partnership within 90 days following the occurrence of any such Incapacity or removal effective partners, as of the occurrence of such eventsuch, which consent shall continue to be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnershipgoverned by this Agreement.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the ActAct upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) at the written consent of the General Partner and APO Corp.; (d) any time there are no limited partners other event not inconsistent with any provision hereof causing a dissolution of the Partnership unless the Partnership is continued in accordance with under the Act; or; (de) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent APO Corp. consents to or ratify ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 120 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act; (cb) at any time there are no limited partners event which makes it unlawful for the business of the Partnership unless to be carried on by the Partnership is continued in accordance with the Act; orPartners; (dc) the Incapacity or removal written consent of all Partners and the filing by the General Partner or of a notice of dissolution with the Registrar of Exempted Limited Partnerships; the occurrence of a Disabling Event with respect to the General Partner; provided, provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d9.02(f) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership Partnership, unless the business of the Partnership is continued in accordance with this Agreement or the Act; or (d) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal removal, which appointment shall be effective as of the occurrence of such eventthe event specified in this Section 9.02(d), which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Vested Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (eachdescribed below in this Section 12.02. Each Partner hereby waives, a “Dissolution Event”):for the term of the Partnership, any right to partition the property of the Partnership or to commence an action seeking dissolution of the Partnership under the Act. (a) The withdrawal, removal or Bankruptcy of all General Partners or assignment by all General Partners of their entire interests in the expiration of Partnership when the term of assignees are not admitted to the Partnership as provided additional or successor General Partners in accordance with Section 2.03; (b) 11.01, or the entry occurrence of any other event that results in all General Partners ceasing to be a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited general partners of the Partnership unless under the Act, provided, the Partnership is continued in accordance with the Act; or (d) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, that the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (a) if: if (i) at the time of the occurrence of such event there is at least one other remaining general partner of the Partnership who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (ii) within ninety (90) days after the occurrence of such event, all remaining Limited Partners consent agree in writing to or ratify the continuation of continue the business of the Partnership and to the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal appointment, effective as of the occurrence date of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders required, of one or more than two-thirds of the Units then outstanding agree in writing to so continue the business additional general partners of the Partnership; or (b) The written consent of all of the Partners.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the ActAct upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) at the written consent of the General Partner and APO LLC; (d) any time there are no limited partners other event not inconsistent with any provision hereof causing a dissolution of the Partnership unless the Partnership is continued in accordance with under the Act; or; (de) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent APO LLC consents to or ratify ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 120 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnership.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.08 hereof; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal, removal or removal Bankruptcy of the General Partner or assignment of by the General Partner of its entire interest in the Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section 11.01 hereof, or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; provided, that Partner ceasing to be a general partner of the Partnership will under the Act, provided the Partnership shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other (1) remaining general partner of the Partnership who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 ninety (90) days following the occurrence of any such Incapacity or removal effective as of after the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited remaining Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business businesses of the Partnership and to the appointment, effective as of the date of such event, if required, of one (1) or more additional general partners of the Partnership; (c) A written determination by the General Partner to dissolve the Partnership; (d) The affirmative vote of holders of seventy-five (75%) or more of the Outstanding Units to dissolve the Partnership; (e) The sale by the Partnership of all or substantially all of the Partnership’s assets;or (f) The entry of a decree of judicial dissolution under Section 17-802 of the Act.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.04 hereof; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal, removal or removal bankruptcy of the General Partner or Transfer (other than a grant of a security interest) by the General Partner of its entire Interest in the Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section 10.01 hereof, or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; Partner ceasing to be a general partner of the Partnership under the Delaware Act, provided, that the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other remaining general partner of the Partnership who is hereby authorized to, and elects agrees to, and does carry on the business of the Partnership; , or (ii) all within ninety days after the occurrence of such event, a majority in Interest of the remaining Limited Partners consent (or such greater percentage in Interest as is required by the Delaware Act) agree in writing or by vote to or ratify the continuation of continue the business of the Partnership and to the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal appointment, effective as of the occurrence date of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders required, of one or more than two-thirds of the Units then outstanding agree in writing to so continue the business additional general partners of the Partnership; (c) The entry of a decree of judicial dissolution under the Delaware Act; (d) The bankruptcy, liquidation or dissolution and winding up of Penelec; (e) The written consent of the General Partner; or (f) In accordance with Section 13.02(f).

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any first to occur of the following events (each, a “Dissolution Event”):following: (a) Subject to the expiration provisions of Paragraph 4.6, the vote or written consent of (i) all General Partners and (ii) the Limited Partners holding more than two-thirds (2/3) of the term of Limited Partner Units held by Limited Partners, to dissolve the Partnership as provided in Section 2.03;Partnership; or (b) the entry An Event of Withdrawal of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the unless any remaining General Partner; provided, that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry Partner carries on the business of the Partnership; provided, however, that if there is no remaining General Partner or no remaining General Partner carries on the business of the Partnership, the Partnership shall not be dissolved and shall not be required to be wound up by reason of any Event of Withdrawal, if within ninety (ii90) days after the withdrawal, all remaining Limited Partners consent agree, in writing, to or ratify the continuation of continue the business of the Partnership and to the appointment appointment, effective as of another general partner the time of withdrawal, of one or more new General Partners; or (c) At the time there are no Limited Partners; provided, however, that the Partnership shall not be dissolved and shall not be required to be wound up if, within ninety (90) days after the occurrence of the event that caused the last Limited Partner to cease to be a Limited Partner, the personal representative of the last Limited Partner and all of the General Partners agree, in writing or vote, to continue the business of the Partnership within 90 days following and to the occurrence admission of any the personal representative of such Incapacity limited partner, or removal its nominee or designee, to the Partnership as a Limited Partner, effective as of the occurrence of such event, which consent shall be deemed (and if requested each the event that caused the last Limited Partner shall provide to cease to be a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the PartnershipPartner.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.04 hereof; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal, removal or removal bankruptcy of the General Partner or Transfer (other than a grant of a security interest) by the General Partner of its entire Interest in the Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section 10.01 hereof, or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; Partner ceasing to be a general partner of the Partnership under the Delaware Act, provided, that the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other remaining general partner of the Partnership who is hereby authorized to, and elects agrees to, and does carry on the business of the Partnership; , or (ii) all within ninety days after the occurrence of such event, a majority in Interest of the remaining Limited Partners consent (or such greater percentage in Interest as is required by the Delaware Act) agree in writing or by vote to or ratify the continuation of continue the business of the Partnership and to the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal appointment, effective as of the occurrence date of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders required, of one or more than two-thirds of the Units then outstanding agree in writing to so continue the business additional general partners of the Partnership; (c) The entry of a decree of judicial dissolution under the Delaware Act; (d) The bankruptcy, liquidation or dissolution and winding up of Met-Ed; (e) The written consent of the General Partner; or (f) In accordance with Section 13.02(f).

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.08; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal, removal or removal bankruptcy of the General Partner or assignment by the General Partner of its entire interest in the Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section ll.0l, or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; Partner ceasing to be a general partner of the Partnership under the Act, provided, that the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other remaining general partner of the Partnership who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (ii) within ninety (90) days after the occurrence of such event, all remaining Limited Partners consent agree in writing to or ratify the continuation of continue the business of the Partnership and to the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal appointment, effective as of the occurrence date of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders required, of one or more than two-thirds of the Units then outstanding agree in writing to so continue the business additional general partners of the Partnership. (c) A written determination by the General Partner to dissolve the Partnership; (d) The affirmative vote of holders of seventy-five percent (75%) or more of the Outstanding Units to dissolve the Partnership; (e) The sale by the Partnership of all or substantially all of the Partnership's assets; or (f) The entry of a decree of judicial dissolution under Section 17-802 of the Act.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.08 hereof; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal, removal or removal Bankruptcy of the General Partner or assignment by the General Partner of its entire interest in the Partnership when the assignee is not admitted to the Partnership as an additional or successor General Partner in accordance with Section 11.01 hereof, or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; Partner ceasing to be a general partner of the Partnership under the Act, provided, that the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other (1) remaining general partner of the Partnership who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 ninety (90) days following the occurrence of any such Incapacity or removal effective as of after the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited remaining Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business businesses of the Partnership and to the appointment, effective as of the date of such event, if required, of one (1) or more additional general partners of the Partnership; (c) A written determination by the General Partner to dissolve the Partnership; (d) The affirmative vote of holders of seventy- five percent (75%) or more of the Outstanding Units to dissolve the Partnership; (e) The sale by the Partnership of all or substantially all of the Partnership’s assets; or (f) The entry of a decree of judicial dissolution under Section 17-802 of the Act.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.08 hereof; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal, removal or removal Bankruptcy of the General Partner or assignment of by the General Partner of its entire interest in the Partnership when the assignee is not admitted to the Partnership as an additional or successor General Xxxxxx in accordance with Section 11.01 hereof, or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; provided, that Partner ceasing to be a general partner of the Partnership will under the Act, provided the Partnership shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other (1) remaining general partner of the Partnership who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 ninety (90) days following the occurrence of any such Incapacity or removal effective as of after the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited remaining Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business businesses of the Partnership and to the appointment, effective as of the date of such event, if required, of one (1) or more additional general partners of the Partnership; c) A written determination by the General Partner to dissolve the Partnership; d) The affirmative vote of holders of seventy-five (75%) or more of the Outstanding Units to dissolve the Partnership; e) The sale by the Partnership of all or substantially all of the Partnership’s assets; or f) The entry of a decree of judicial dissolution under Section 17-802 of the Act.

Events Causing Dissolution. The Partnership shall continue in full force and effect until December 31, 2999, except that the Partnership shall be dissolved and its affairs shall be wound up prior to such date upon the occurrence happening of any of the following events (each, a “Dissolution Event”):events: (a) the expiration sale or other disposition of all or substantially all of the term assets of the Partnership as provided in Section 2.03;the (b) the entry unanimous vote of the Partners to dissolve; (c) the happening of any event, other than a withdrawal of a decree General Partner, that causes a dissolution of judicial dissolution the Partnership under Section 17-802 of the Act; (cd) at the happening of a Termination Event with respect to a General Partner or any time there are no limited partners other event causing a dissolution of the Partnership under the provisions of the Act, unless the business of the Partnership is continued in accordance with by the Actconsent of all of the Remaining Partner(s); or (de) the Incapacity or removal of the General Partner or the occurrence withdrawal of a Disabling Event with respect to the General Partner; provided, that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: unless (i) at the time of the occurrence of such event withdrawal there is at least one other general partner of the Partnership who is hereby authorized to, remaining General Partner and elects to, carry on all remaining General Partners agree to continue the business of the Partnership; Partnership (which continuation of the business of the Partnership is hereby authorized) or (ii) within ninety (90) days after such withdrawal all remaining Limited Partners agree in writing to continue the business of the Partnership and agree in writing to the appointment of one (1) or more additional General Partners, if necessary or desired. In any case in which a sole Remaining Partner shall consent to or ratify the continuation of the business of the Partnership and pursuant to this Section 7.1, such Remaining Partner may admit one or more additional Partners (an “Additional Partner”) without obtaining the appointment consent of another general partner the Partner with respect to whom the Termination Event shall have occurred if, but for this sentence of Section 7.1, such Remaining Partner would otherwise have been the sole Partner of the Partnership within 90 days following the occurrence of any after such Incapacity or removal effective Termination Event. Any such Additional Partner admitted pursuant to this Section 7.1 shall, as of the occurrence a condition of such eventadmission, which consent shall execute an instrument accepting, adopting, and agreeing to be deemed (bound by the terms and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders conditions of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnershipthis Agreement.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) any event which makes it unlawful for the expiration of the term business of the Partnership as provided in Section 2.03; to be carried on by the Partners; (b) the entry written consent of a decree of judicial dissolution under Section 17-802 of the Act; all Partners; (c) at any time there are no limited partners other event not inconsistent with any provision hereof causing a dissolution of the Partnership unless the Partnership is continued in accordance with under the Act; or or (d) (i) the Incapacity or removal of the General Partner or Partner, (ii) the occurrence of a Disabling Event with respect to the General Partner or (iii) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (A) is permanently incapable of performing its part of this Agreement, (B) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (C) willfully or persistently commits a breach of this Agreement or (D) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; provided, provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: (ix) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent to or ratify the continuation of the business of the Partnership and the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnership.time

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”):events: (a) the The expiration of the term of the Partnership Partnership, as provided in Section 2.032.7; (b) the entry of a decree of judicial dissolution under Section 17-802 of the Act; (c) at any time there are no limited partners of the Partnership unless the Partnership is continued in accordance with the Act; or (d) the Incapacity The withdrawal or removal Bankruptcy of the General Partner or assignment by the General Partner of its entire interest in the Partnership (unless an additional or successor General Partner is admitted to the Partnership in accordance with Section 8.1), or the occurrence of a Disabling Event with respect to any other event that results in the General Partner; Partner ceasing to be a general partner of the Partnership under the Act, provided, that the Partnership will shall not be dissolved or and required to be wound up in connection with any of the events specified in this Section 9.02(dclause (b) if: if (i) at the time of the occurrence of such event there is at least one other remaining general partner of the Partnership who is hereby authorized to, to and elects to, does carry on the business of the Partnership; , or (ii) all remaining within ninety (90) days after the occurrence of such event, the Limited Partners consent Partner elects to or ratify the continuation of continue the business of the Partnership and to the appointment of another general partner of the Partnership within 90 days following the occurrence of any such Incapacity or removal appointment, effective as of the occurrence date of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders required, of one or more than two-thirds additional general partners of the Units then outstanding agree in writing Partnership; (c) A written determination by the General Partner to so continue dissolve the Partnership; (d) There are no Limited Partners, unless the business of the PartnershipPartnership is continued in accordance with the Act; or (e) The entry of a decree of judicial dissolution under Section 17-802 of the Act.

Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) the expiration of the term of the Partnership as provided in Section 2.03; (b) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the ActAct upon the finding that it is not reasonably practicable to carry on the business of the Partnership in conformity with this Agreement; (b) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (c) at the written consent of the General Partner and APO Corp.; (d) any time there are no limited partners other event not inconsistent with any provision hereof causing a dissolution of the Partnership unless the Partnership is continued in accordance with under the Act; or; (de) the Incapacity or removal of the General Partner or the occurrence of a Disabling Event with respect to the General Partner; provided, provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d9.02(e) if: (i) at the time of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership; or (ii) all remaining Limited Partners consent APO Corp. consents to or ratify ratifies the continuation of the business of the Partnership and the appointment of another general partner of the Partnership Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 120 days following the occurrence of any such Incapacity or removal effective as of the occurrence of such event, which consent shall be deemed (and if requested each Limited Partner shall provide a written consent for ratification) to have been given for all Limited Partners if the holders of more than two-thirds of the Units then outstanding agree in writing to so continue the business of the Partnership.