Structure/Term/Dissolution Sample Clauses

Structure/Term/Dissolution. The LP shall have 2 general partners, one of which (the “Marvel GP”) shall be designated by Marvel and one of which (the “Sony GP”) shall be designated by SPE. The LP shall have one limited partner which shall be designated by SPE and one limited partner which shall be designated by Marvel. The term of the LP shall be perpetual and it shall not be dissolved, liquidated or wound-up without the unanimous written consent of all of the partners; provided that if SPE assigns its interest and control of the LP (or assigns this Agreement in its entirety, or all of its rights to create or produce Productions under this Agreement) other than to any of the persons or entities described in Sections 23.b(i), (ii) or (iii), the LP shall be dissolved. In the event of such dissolution the assignee of SPE’s interest shall be entitled to the same economic interest to which SPE is entitled hereunder but shall not be entitled to exercise SPE’s control and approval rights (and such control and approval rights shall automatically vest in Marvel without any claim, lien or encumbrance).