Exclusive Causes. The following and only the following events shall cause the Partnership to be dissolved, liquidated and terminated:
(a) The unanimous election of the Partners;
(b) The occurrence of an event of withdrawal of the General Partner; provided, however, the events set forth at Sections 17-402(a)(4) and (5) of the Act shall not constitute events of withdrawal of the General Partner and upon the occurrence of any such event the General Partner shall not cease to be general partner of the Partnership and the Partnership shall continue without dissolution; and
(c) Dissolution of the Partnership by law, including pursuant to a decree of judicial dissolution under Section 17-802 of the Act.
Exclusive Causes. 17 7.3 Liquidation...................................................... 17 7.4 No Capital Contribution Upon Dissolution......................... 17 7.5
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) the unanimous consent of the Members;
(b) entry of a decree of judicial dissolution of the Company under Section 304-C:51 of the Act; and
(c) the sale of all or substantially all of the assets of the Company. The bankruptcy or dissolution of a Member, or the occurrence of any other event that terminates the continued membership of a Member in the Company, shall not cause a dissolution of the Company.
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) The written agreement of the Board or all Members;
(b) The Transfer of all or substantially all of the Company Assets and the receipt of all consideration therefor, except that if non-monetary consideration is received upon such disposition the Company shall not be dissolved pursuant to this clause until such consideration is converted into money or money equivalent;
(c) Judicial dissolution; or
(d) At any time that there are no Members, unless the business of the Company is continued in accordance with the Act. To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 8.2 shall be a dissolution in contravention of this Agreement.
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Partnership to be dissolved, liquidated, and terminated:
(a) the sale of all or substantially all of the assets of the Partnership;
(b) by the election of the General Partner; or
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated (each a "Liquidating Event"), unless otherwise set forth in this Agreement:
Exclusive Causes. Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) The occurrence of a Terminating Capital Transaction;
(b) [The Incapacity of the Managing Member, unless [a Majority in Interest of] the Members votes to continue the Company within ninety
Exclusive Causes. The Company shall be dissolved, and liquidated pursuant to Section 8.3, upon the earliest to occur of (it being understood that the following events are the only events that can cause the dissolution and liquidation of the Company):
(a) following the expiration of the Investment Period, upon the liquidation of all Assets, temporary investments and other assets of the Company;
(b) the unanimous election by the Members so to dissolve the Company;
(c) the good faith determination by the Manager that dissolution is necessary or advisable to avoid violations of the Investment Company Act or the Employee Retirement Income Security Act of 1974, as amended ("ERISA");
(d) at any time there are no Members of the Company unless the business of the Company is continued in accordance with the Delaware Act; or
(e) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Delaware Act.
Exclusive Causes. Subject only to any non-waivable provisions of the Act, the following (and only the following) events shall cause CF LLC to be dissolved:
(a) The election of the Manager;
(b) The Incapacity of the Manager or any other event that causes the Manager to cease to be a manager under any non-waivable provision under the Act; provided that CF LLC shall not be dissolved or required to be wound up in connection with any of the events specified in this Section 10.2(b) if at the time of the occurrence of such event there is at least one other manager who is hereby authorized to, and elects to, carry on the business of CF LLC;
(c) At any time that there are no members of CF LLC, unless the business of CF LLC is continued in accordance with the Act;
(d) The conversion, at any time following the making of the Co-Investment, of all of the assets of CF LLC into cash;
(e) The dissolution of the Co-Investment Fund, the Main Fund, or the Parallel Fund, in accordance with Section 10.2 of the Co-Investment Fund Agreement, the Main Fund Agreement, or the Parallel Fund Agreement, as applicable;
(f) The entry of a decree of judicial dissolution under Section 18-802 of the Act; or
(g) Payment in full of the Preferred Distribution pursuant to Section 4.2(d).
Exclusive Causes. The following events, and only the following events, shall cause the Partnership to be dissolved, liquidated and terminated pursuant to the provisions of this Section 14.2:
