Common use of Dissolution and Termination of the Partnership Clause in Contracts

Dissolution and Termination of the Partnership. 20.1 Except as otherwise provided herein, the Partnership shall be dissolved, liquidated and terminated upon the occurrence of any of the following events: (i) Any disposition by the Partnership of all of its assets; or (ii) The death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of all the Partners. 20.2 Notwithstanding anything to the contrary contained in this Agreement, in the event of the death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of a Partner (the “Withdrawing Partner”), and the continuation of the Partnership’s business by the remaining Partner, the Withdrawing Partner’s future liability, obligations and duties as a Partner of the Partnership shall cease as or the date of the disabling event and, upon the decision to continue the business of the Partnership, the Interest in the Partnership of the Withdrawing Partner shall convert from that of a General Partner to that of a Limited Partner. The Withdrawing Partner shall have the same rights, percentages and preferences to distributions, profits, losses and capital of the Partnership which were applicable to its former ownership of an interest in the Partnership as a general partner, but otherwise and except as herein provided to the contrary, it shall be a Limited Partner in all respects; provided that the conversion shall not affect any obligation of the Partnership to the Withdrawing Partner for compensation, indemnity or repayment of loans pursuant to the provisions hereof. The Withdrawing Partner as a new Limited Partner hereunder shall be entitled to Partnership rights identical to those of any other Limited Partners under California law.

Dissolution and Termination of the Partnership. 20.1 Except as otherwise provided herein, the Partnership shall be dissolved, liquidated and terminated upon the occurrence of any of the following events: (ia) Any disposition by the Partnership of all of its assets; or (iib) The death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of all or any of the Partners. 20.2 Notwithstanding anything to the contrary contained in this Agreement, in the event of the death, dissolution, resignation, adjudication of bankruptcy, insolvency or incapacity of a Partner (the “Withdrawing Partner”), and the continuation of the Partnership’s business by the remaining Partner, the Withdrawing Partner’s future liability, obligations and duties as a Partner of the Partnership shall cease as or the date of the disabling event and, upon the decision to continue the business of the Partnership, the Interest in the Partnership of the Withdrawing Partner shall convert from that of a General Partner to that of a Limited Partnerlimited partner. The Withdrawing Partner shall have the same rights, percentages and preferences to distributions, profits, losses and capital of the Partnership which were applicable to its former ownership of an interest in the Partnership as a general partner, but otherwise and except as herein provided to the contrary, it shall be a Limited Partner limited partner in all respects; provided that the conversion shall not affect any obligation of the Partnership to the Withdrawing Partner for compensation, indemnity or repayment of loans pursuant to the provisions hereof. The Withdrawing Partner as a new Limited Partner limited partner hereunder shall be entitled to Partnership rights identical to those of any other Limited Partners limited partners under California Texas law.