Dissolution and Termination. (a) The Company shall not be dissolved by the admission of Substitute Members or Additional Members. The Company shall dissolve, and its affairs shall be wound up, upon:
Dissolution and Termination. The Partnership shall continue in existence for the term described in Section 2.4 hereof, unless earlier dissolved with the consent of the General Partners owning not less than seventy-five percent (75%) of the General Partnership Interests. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partner’s Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.
Dissolution and Termination. Section 14.1
Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HBB Class A Shares and HBB Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”
Dissolution and Termination. (a) The Company shall be dissolved and its business wound up upon the earlier to occur of any of the following events:
Dissolution and Termination. The Partnership shall continue for the term described in Section 2.4 hereof, unless earlier dissolved (a) with the consent of the Managing Partner and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) upon the bankruptcy of a General Partner unless the continuation of the Partnership is agreed to in writing by all other General Partners, if any, or by Partners holding more than fifty percent (50%) of all Capital Accounts and all Partnership Percentages (exclusive of the Capital Accounts and Partnership Percentages of the bankrupt General Partner), or with the consent of the Managing Partner, upon the Transfer of substantially all of the HBB Class A Shares and HBB Class B Shares held by the Partnership. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, then to the establishment of reserves deemed reasonably necessary to satisfy contingent or unforeseen liabilities or obligations of the Partnership, then to the repayment of any loans or advances made by the Partners to the Partnership, with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partners’ Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an independent appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”
Dissolution and Termination. 11.1 Dissolution............................................................................................. 41 11.2
Dissolution and Termination. The Company shall be dissolved, and its affairs shall be wound up upon the first to occur of the following: (i) the decision of the Manager, with the written concurrence of the Members owning more than fifty percent (50%) of the Membership Interests, that it would be in the best interest of the Company to dissolve; (ii) the termination of the legal existence of the last remaining Member of the Company or the occurrence of any other event that terminates the continued membership of the last remaining Member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; (iii) the entry of a decree of judicial dissolution under the Act; or (iv) the filing by the Secretary of State of a Certificate of Dissolution. Upon the occurrence of any event that causes the last remaining Member of the Company to cease to be a Member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the last remaining Member of all of its Membership Interest in the Company and the admission of the transferee pursuant to Article 10, or (ii) the resignation of the last remaining Member and the admission of an additional member of the Company pursuant to Article 10), to the fullest extent permitted by law, the personal representative of such Member is hereby authorized to, and shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of such Member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute Member of the Company, effective as of the occurrence of the event that terminated the continued membership of such Member in the Company.
Dissolution and Termination. (a) The Company shall be dissolved and liquidated only upon the occurrence of any of the following:
Dissolution and Termination. The Company shall dissolve, and its affairs shall be wound up, upon:
