Termination of Partnership. The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.
Termination of Partnership. On the Effective Date, by virtue of the Merger and without any action on the part of the Partnership, PDC or LLC, the Partnership shall cease to exist as a separate legal entity.
Termination of Partnership. The partnership may be terminated by agreement of the majority of the partners. Written notice of the meeting where termination of the partnership is to be considered shall include a specific reference to this matter. Written notice of the decision to terminate the partnership shall be given to all partners.
Termination of Partnership. Except as otherwise provided in this Agreement, the Partnership shall terminate when all of the assets of the Partnership shall have been converted into cash, the net proceeds therefrom, as well as any other liquid assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners as provided for in Section 5.03 and 13.05, and the Certificate of Limited Partnership shall have been cancelled in the manner required by the Delaware Act.
Termination of Partnership. The Partnership may be terminated by agreement of the Partners whose capital accounts total a majority in value of the capital accounts of all the Partners. Written notice of a meeting where termination of the Partnership is to be considered shall include a specific reference to this matter. Written notice of the decision to terminate the Partnership shall be given to all the Partners. Payment shall then be made of all the liabilities of the Partnership, and a final distribution of the remaining assets, either in cash or in kind, shall be made promptly to the Partners or to their personal representatives in proportion to each Partner's capital account.
Termination of Partnership. Upon the completion of the liquidation of the Partnership and the distribution of all Partnership assets, the Partnership shall terminate and the Liquidator shall (and is hereby given the power and authority to) execute, acknowledge, swear to and record all documents required to effectuate the dissolution and termination of the Partnership.
Termination of Partnership. (a) Upon the winding-up and dissolution of the Partnership unless continued pursuant to Sections 6.01 or 6.02, the Partnership shall be terminated as rapidly as business circumstances will reasonably permit. At the direction of the General Partner, or a Person approved by the Limited Partners) if the winding-up and dissolution of the Partnership is pursuant to Section 6.02(a)(ii) hereof (the General Partner or the other Person, as the case may be, being herein called the “Terminating Partner”), a full accounting of the assets and liabilities of the Partnership shall be taken and a statement of the Partnership Assets shall be furnished to all Partners as soon as is reasonably practicable.
(b) After the payment of all expenses of liquidation and of all debts and liabilities of the Partnership in such order or priority as provided by law (including any debts or liabilities to Partners, who shall be treated as secured or unsecured creditors, as may be the case, to the extent permitted by law, for sums loaned to the Partnership, if any, as distinguished from Capital Contributions) and after all resulting items of Partnership Profits and Losses have been allocated to the Partners in accordance with the terms of Exhibit A. all remaining Partnership Assets shall then be distributed among the Partners in accordance with the provisions of Section 4.02 hereof. All liquidating distributions shall be made in assets of the Partnership and/or in cash as the Terminating Partner shall determine in its sole and absolute discretion.
Termination of Partnership. The partnership may be terminated by agreement of the partners whose 72 capital accounts total a majority in value of the capital accounts of all the partners. Written notice of 73 a meeting where termination of the partnership is to be considered shall include a specific reference 74 to this matter. The partnership shall terminate upon a majority vote of all partners' capital accounts. 75 Written notice of the decision to terminate the partnership shall be given to all the partners. 76 Payment shall then be made of all the liabilities of the partnership and a final distribution of the 77 remaining assets either in cash or in kind, shall promptly be made to the partners or their personal 78 representatives in proportion to each partner's capital account.
Termination of Partnership. At the time such distributions of Redemption Proceeds are made in accordance with the terms hereof, the Partnership shall terminate.
Termination of Partnership. No Partner shall resign or withdraw from Premier LP except that, subject to the restrictions set forth in this Article 11, any Partner may Transfer its Units in Premier LP to a transferee (a “Transferee”) and such Transferee may become a Partner in place of the Partner assigning such Units.
