Dissolution Continuation Sample Clauses
The "Dissolution; Continuation" clause defines the circumstances and procedures under which a business entity may be dissolved or, alternatively, continue its existence despite certain triggering events. Typically, this clause outlines what events—such as the withdrawal, death, or bankruptcy of a partner—might lead to dissolution, and specifies the steps required for the remaining members to agree to continue the business, such as a vote or written consent. Its core practical function is to provide a clear framework for handling major changes in the business’s structure, thereby preventing uncertainty or disputes among stakeholders when significant events occur.
Dissolution Continuation. (a) The Partnership shall be dissolved, wound up and liquidated upon the occurrence of any of the following events (“Liquidating Events”):
(i) The expiration of the term provided in Section 1.5 hereof;
(ii) The dissolution or Bankruptcy of the General Partner;
(iii) The agreement of the Partners to dissolve the Partnership. For purposes of this Agreement, the “Bankruptcy” of any person (including a Partner) shall be deemed to have occurred upon the happening of any of the following: (i) the filing of an application by such person for, or a consent to, the appointment of a trustee of its assets, (ii) the filing by such person of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing its inability to pay its debts as they come due, (iii) the making by such person of a general assignment for the benefit of creditors, (iv) the filing by such person of an answer admitting the material allegations of, or its consenting to, or defaulting in answering, a bankruptcy petition filed against it in any bankruptcy proceeding or (v) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such person a bankrupt or appointing a trustee of its assets.
(b) The Partners hereby agree that, notwithstanding any provision of the Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, the Partners hereby agree to continue the business of the Partnership without a winding up or liquidation.
Dissolution Continuation