Restriction on Dissolution Sample Clauses
Restriction on Dissolution. Notwithstanding any of the provisions of this Agreement (including, without Limitation, the provisions of §7.1 through 7.5 hereof), prior to the time that the Letter of Credit is terminated and all Letter of Credit Liabilities have been satisfied, the Equity Note has been paid in full and no other monetary obligations of the Partnership to the Credit Bank under the Operative Documents remains outstanding, (a) no Partner shall apply to any court for, or otherwise seek the entry of, a decree of dissolution of the Partnership, (c) the occurrence of a Bankruptcy with respect to a Partner shall not cause such Partner to cease being a Partner of the Partnership, (d) the occurrence of a Bankruptcy with respect to a Partner, or the dissolution of a Partner, shall not cause a dissolution or termination of the Partnership, (e) the death, retirement, resignation or expulsion of a Partner shall not cause a dissolution or termination of the Partnership, (f) the Partnership shall continue its existence, and shall not dissolve, for so long as at least one of the General Partners remains solvent, and (g) to the maximum extent permitted by law, dissolution of the Partnership shall not occur. Notwithstanding any other provision of this Agreement, during the time the Loan or any other monetary obligations of Partnership under the Operative Documents remains outstanding, if there is a dissolution of (or other termination event with respect to) the Partnership, the vote of Partners holding at least 50% of the outstanding partnership interests in the Partnership shall be sufficient to continue the existence of the Partnership; provided, however, if the required vote of the Partners is not obtained, the Partnership shall not liquidate or otherwise sell or dispose of the Properties without the prior written consent of the Credit Bank, and the Credit Bank may continue to exercise all of its rights under the Equity Note and the Operative Documents and shall retain its rights in and to the collateral securing the Letter of Credit Liabilities and the Equity Note until the Letter of Credit has been terminated, all Letter of Credit Liabilities have been satisfied and all other monetary obligations of the Partnership to the Credit Bank under the Operative Documents, the Equity Note and the Equity Pledge Agreement have been repaid in full.
Restriction on Dissolution. Each Seller shall not dissolve or otherwise fail to maintain its existence as a legal entity (except via (a) involuntary bankruptcy or other involuntary insolvency proceeding or (b) merger or voluntary bankruptcy or other involuntary insolvency proceeding in which such Seller’s obligations and covenants hereunder are assumed by the surviving company) for a period of two (2) years following the Closing Date.