Termination and Dissolution of the Partnership. The Partnership shall be terminated and dissolved on December 31, 2050; provided, however, that the Partnership shall be terminated upon the earlier occurrence of any of the following events:
(a) The Withdrawal of the General Partner unless (x) at the time of such event there is at least one remaining General Partner and that General Partner elects to continue the business of the Partnership or (y) if no other General Partner exists, all remaining Partners agree in writing, within 90 days of such Withdrawal, to continue the business of the Partnership and to the appointment of one or more additional General Partners, and within 30 days after the date of such agreement, an amendment to the Partnership’s Certificate of Limited Partnership is filed with the Georgia Secretary of State reflecting such agreement;
(b) The written consent of the General Partner and a Majority in Interest of the Limited Partners to the termination and dissolution of the Partnership;
(c) The sale or other disposition of all Partnership properties and investments (including any mortgages or other purchase money security interests received in connection with any such sale or other disposition), and the liquidation of the proceeds thereof;
(d) The entry of a decree of judicial dissolution pursuant to the Act; or
(e) One Capital Advisors, LLC, a Georgia limited liability company, or its successors or affiliates shall cease to be the Manager of General Partner and a majority in interest of the Limited Partners elects to terminate and dissolve the Partnership within ninety (90) days thereafter.
Termination and Dissolution of the Partnership. The Partnership shall be dissolved on December 31, 2020, or upon the prior occurrence of any event causing a dissolution of the Partnership under the Uniform Limited Partnership Act of the State of Connecticut. The Partnership shall also be dissolved upon (a) the occurrence of any event which makes it unlawful for the Partnership business to be continued, unless such event can be and is remedied with a reasonable period of time not to exceed six (6) months; (b) the sale or other disposition of substantially all interests in oil and gas acreage and leases and other Partnership assets, or (c) the bankruptcy of a General Partner, unless a surviving General Partner elects to continue as General Partner. The Partnership shall not be dissolved by reason of the death, withdrawal or expulsion of a Limited Partner or upon the admission of a new Limited Partner.
Termination and Dissolution of the Partnership. The Partners may at any time unanimously in writing dissolve and terminate the Partnership. In such an event, the Accountants of the Partnership for the time being shall make an accounting of the assets, liabilities and income of the Partnership to the latest date practicable and which date shall not precede the date of the written resolution to terminate and dissolve the Partnership. The assets of the Partnership shall be liquidated and the proceeds of such liquidation shall be used in the following manner unless otherwise agreed unanimously by the Partners in writing:
a) To repay all outstanding liabilities of the Partnership;
b) Repay each Partner their respective capital contribution or a proportion thereof on a pro-rata basis at the date of the resolution terminating the Partnership;
c) Any balance from amount from the liquidation funds shall be divided between the Partners in proportion to their respective equity position in the Partnership at the date of the resolution terminating the Partnership. Where the liquidation funds are insufficient to pay the entire liabilities of the Partnership, each Partner shall make a pro rata contribution as determined by the equity of each Partner in the Partnership at the date of the resolution terminating the Partnership. Such obligation to make contributions to settle the outstanding liabilities of the Partnership shall only be released on such liabilities being settled in full as certified by the Accountants in writing. In the event of the death of one of the Partners, the Partnership will be deemed to be dissolved and the affairs of the Business and the Partnership shall be concluded and wound up in the manner set out in this Clause.
Termination and Dissolution of the Partnership. 14.1 The Partnership shall be dissolved and its affairs wound up on the first to occur of the following: (A) upon any date specified in a Notice of Termination signed by the Partners who own the majority of Partnership interests, except that as long as the XXX Property is a Partnership asset such Notice must be signed by Partners who own at least two-thirds of the Partnership interests, or (B) upon entry of a decree of judicial dissolution. The death or incapacity of any Partner will otherwise have no effect on the continuation of the Partnership.
14.2 Upon the termination of the Partnership, the affairs of the Partnership will be wound up by the Managing Partner, or in lieu thereof the Partners who own a majority of the Partnership interests may appoint or designate a Trustee-in- Liquidation who will serve to wind up the affairs of the Partnership. The Trustee- in-Liquidation need not be a commercial corporate Trustee, does not have to be bonded, and may be a Partner.
14.3 Upon the dissolution of the Partnership, the Managing Partner or Trustee-in- Liquidation shall: (A) determine both the assets of the Partnership and which such assets should be distributed in kind, (B) liquidate and reduce to cash the other assets of the Partnership as promptly as is consistent with obtaining the fair market value thereof, and (C) apply and distribute the in-kind assets and the proceeds of any such liquidation of assets in accordance with the provisions of Section 14.4 below. In connection with any such winding up and liquidation, the person required by law to wind up the Partnership's affairs shall have prepared an audited balance sheet of the Partnership as of the date of dissolution, and such balance sheet shall promptly be furnished to all Partners. For purposes of this Article, to the extent that depreciation or amortization deductions taken by a Partner with respect to any Partnership property shall cause a deficit in such Partner's capital account, such deficit to the extent of the amount of any depreciation or amortization so taken shall not be deemed an asset of the Partnership, or the personal liability of such Partner.
14.4 Upon the dissolution and liquidation of the Partnership, other than by incorporation of the Partnership, the Managing Partner or the person otherwise required by law to wind up the Partnership's affairs shall apply and distribute the proceeds in the following order of priority:
14.4.1 To the payment of the debts and liabilities of the Part...
Termination and Dissolution of the Partnership. 18.1 The Partnership shall be terminated and dissolved upon the earliest to occur of the following:
18.1.1 the withdrawal, expulsion, adjudication of bankruptcy or insolvency of the General Partner or the dissolution or other cessation to exist as a legal entity
18.1.2 a vote of the holders of not less than 85% of the outstanding Units in favor of dissolution and termination of the Partnership;
18.1.3 the expiration of the term of the Partnership;
18.1.4 the disposition of all interest in the System and other assets of the Partnership (other than cash);
18.1.5 entry of a decree for judicial dissolution; or
18.1.6 failure of the Partnership to acquire any Licenses at the FCC Auction.
18.2 Upon a dissolution and termination of the Partnership for any reason, the General Partner shall take full account of the Partnership assets and liabilities, shall liquidate the assets as promptly as is consistent with obtaining the fair market value thereof, and shall apply and distribute the proceeds therefrom in the following order:
18.2.1 to the payment of creditors of the Partnership, including Affiliates, but excluding secured creditors whose obligations will be assumed or otherwise transferred on the liquidation of Partnership assets;
18.2.2 to the repayment of any outstanding loans made by the General Partner or its Affiliates to the Partnership; and
18.2.3 to the General Partner and Limited Partner, in proportion to and to the extent of the Units attributable to each, with appropriate adjustments thereto for their respective capital accounts.
Termination and Dissolution of the Partnership. Amendment of the Partnership Agreement, provided such amendment is not for the purpose of reflecting the addition or substitution of Limited Partners or the reduction of capital accounts upon the return of capital to Partners;
Termination and Dissolution of the Partnership
