After dissolution Sample Clauses

After dissolution a partner can bind the partnership, except as provided in the third paragraph of this article: 1. By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution. 2. By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction: a. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution. b. Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on. The liability of a partner under the first paragraph, No. 2, shall be satisfied out of partnership assets alone when such partner had been prior to dissolution: 1. Unknown as a partner to the person with whom the contract is made. 2. So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it. The partnership is in no case bound by any act of a partner after dissolution: 1. Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs. 2. Where the partner has become insolvent. 3. Where the partner has no authority to wind up partnership affairs; except by a transaction with one who — a. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority. b. Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in the first paragraph, No. 2 (b). Nothing in this article shall affect the liability under article 1825 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business. Dissolution terminates the authority of the partners to bind partnership.

After dissolution of the Trust, the liquidation of its business, the satisfaction of its creditors as provided in the Trust Act, and the distribution to the Beneficial Owners as herein provided, a majority of the Managing Trustees shall cause to be executed and filed with the Trust's records, the Secretary of State of the State of Delaware, and elsewhere as the Managing Trustees determine to be necessary or appropriate, a certificate of cancellation and such other documents as may be required by law certifying that the Trust has been duly terminated, and the Trustees shall be discharged from all liabilities and duties hereunder, and the rights and interests of all Beneficial Owners shall cease provided that the indemnities of Section 6.4 hereof shall survive to the extent allowed by law.

After dissolution of the Partnership, the Partnership shall not terminate until the Partnership's Certificate shall have been canceled and the assets of the Partnership shall have been distributed as provided in Section 10.2

After dissolution the Trustees shall proceed to wind up the affairs of the Trust, or, as applicable all Series or any affected Series and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust, or, as applicable all Series or any affected Series shall have been wound up as contemplated by Section 3808 of the Delaware Statutory Trust Act. The Trustees may, to the extent they deem appropriate, adopt a plan of liquidation at any time preceding the anticipated dissolution date, which plan of liquidation may set forth the terms and conditions for implementing the dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX. Shareholders shall not be entitled to vote on the adoption of any such plan or the dissolution and liquidation of the Trust, or, as applicable all Series or any affected Series under this Article IX except to the extent required by the 1940 Act. Following completion of winding up of the Trust, the Trustees shall cause a certificate of cancellation of the Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.