UPA Section 31(1)(c) provides that a term partnership may be wound up by the express will of all the partners whose transferable interests have not been assigned or charged for a partner's separate debts. That rule reflects the belief that the remaining partners may find transferees very intrusive. This provision has been deleted, however, because the liquidation is easily accomplished under Section 801(2)(ii) by first expelling the transferor partner under Section 601(4)(ii).

(iii) Section 801(2)(iii) is based on UPA Section 31(1)(a) and provides for winding up a term partnership upon the expiration of the term or the completion of the undertaking.

Subsection (2)(iii) must be read in conjunction with Section 406. Under Section 406(a), if the partners continue the business after the expiration of the term or the completion of the undertaking, the partnership will be treated as a partnership at will. Moreover, if the partners continue the business without any settlement or liquidation of the partnership, under Section 406(b) they are presumed to have agreed that the partnership will continue, despite the lack of a formal agreement. The partners may also agree to ratify all acts taken since the end of the partnership's term.

6. Section 801(3) provides for dissolution upon the occurrence of an event specified in the partnership agreement as resulting in the winding up of the partnership business. The partners may, however, agree to continue the business and to ratify all acts taken since dissolution.

7. Section 801(4) continues the basic rule in UPA Section 31(3) and provides for dissolution if it is unlawful to continue the business of the partnership, unless cured. The "all or substantially all" proviso is intended to avoid dissolution for insubstantial or innocent regulatory violations. If the illegality is cured within 90 days after notice to the partnership, it is effective retroactively for purposes of this section. The requirement that an uncured illegal business be wound up cannot be varied in the partnership agreement. See Section 103(b)(8).

8. Section 801(5) provides for judicial dissolution on application by a partner. It is based in part on UPA Section 32(1), and the language comes in part from RULPA Section 802. A court may order a partnership dissolved upon a judicial