Common use of Events Requiring Termination and Dissolution Clause in Contracts

Events Requiring Termination and Dissolution. The Partnership shall be terminated and dissolved upon the happening of any of the following events: (1) The expiration of its term as provided in this Agreement. (2) The filing of a certificate of dissolution or revocation of the charter of a General Partner, or the withdrawal, removal, adjudication of bankruptcy or insolvency of a General Partner, or the occurrence of any other event which under the Act causes a General Partner to cease to be a general partner of the Partnership unless (a) at the time there is at least one remaining General Partner and that remaining General Partner carries on the business of the Partnership or (b) within ninety (90) days of such event all the remaining Partners agree in writing to continue the business of the Partnership and to the selection, effective as of the date of such event, of one or more successor General Partners. Within one hundred and twenty (120) days of any event referred to in Subsections (a) or (b) above, in the event action pursuant to Subsections (a) or (b) above is not taken, Limited Partners holding a majority interest (over 50%) of the outstanding Units (not including Units held by the General Partner) may elect to reconstitute and continue the business of the Partnership by forming a new limited partnership (the "Reconstituted Partnership") on the same terms and provisions as set forth in this Agreement. Any such election must also provide for the election of a general partner to the Reconstituted Partnership. If such an election is made, all Limited Partners of the Partnership shall be bound thereby and continue as limited partners of the Reconstituted Partnership. (3) The Partnership becomes insolvent or bankrupt, or upon the reduction of the Net Asset Value per Unit, as of the close of trading on any business day (after adjustment for distributions), below fifty percent (50%) of the Net Asset Value per Unit on the date the Partnership commences trading activities. (4) The vote of Limited Partners holding more than fifty percent (50%) of the outstanding Units (which excludes the partnership interest of the General Partner) to dissolve the Partnership. (5) The determination of the General Partner to terminate the Partnership following a decline in the Partnership's Net Asset Value to less than $3 million as of the end of any business day. (6) The determination of the General Partner that the Partnership's aggregate Net Assets in relation to the operating expenses of the Partnership make it unreasonable or imprudent to continue the business of the Partnership. (7) The occurrence of any event which would make unlawful the continued existence of the Partnership. (8) In the event that at least 50,000 Limited Partnership Units offered pursuant to the Prospectus are not sold during the Offering Period. The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Limited Partner (as long as such Limited Partner is not the sole Limited Partner of the Partnership) shall not result in the dissolution or termination of the Partnership, and such Limited Partner, his estate, custodian or personal representative shall have no right to withdraw or value such Limited Partner's Limited Partnership Interest except as provided in Paragraph A of Article

Events Requiring Termination and Dissolution. The Partnership shall be terminated and dissolved upon the happening of any of the following events: (1) The expiration of its term as provided in this Agreement. (2) The filing of a certificate of dissolution or revocation of the charter of a General Partner, or the withdrawal, removal, adjudication of bankruptcy or insolvency of a General Partner, or the occurrence of any other event which under the Act causes a General Partner to cease to be a general partner of the Partnership unless (a) at the time there is at least one remaining General Partner and that remaining General Partner carries on the business of the Partnership or (b) within ninety (90) days of such event all the remaining Partners agree in writing to continue the business of the Partnership and to the selection, effective as of the date of such event, of one or more successor General Partners. Within one hundred and twenty (120) days of any event referred to in Subsections (a) or (b) above, in the event action pursuant to Subsections (a) or (b) above is not taken, Limited Partners holding a majority interest (over 50%) of the outstanding Units (not including Units held by the General Partner) may elect to reconstitute and continue the business of the Partnership by forming a new limited partnership (the "“Reconstituted Partnership"”) on the same terms and provisions as set forth in this Agreement. Any such election must also provide for the election of a general partner to the Reconstituted Partnership. If such an election is made, all Limited Partners of the Partnership shall be bound thereby and continue as limited partners of the Reconstituted Partnership. (3) The Partnership becomes insolvent or bankrupt, or upon the reduction of the Net Asset Value per Unit, as of the close of trading on any business day (after adjustment for distributions), below fifty percent (50%) of the Net Asset Value per Unit on the date the Partnership commences trading activities. (4) The vote of Limited Partners holding more than fifty percent (50%) of the outstanding Units (which excludes the partnership interest of the General Partner) to dissolve the Partnership. (5) The determination of the General Partner to terminate the Partnership following a decline in the Partnership's ’s Net Asset Value to less than $3 million as of the end of any business day. (6) The determination of the General Partner that the Partnership's ’s aggregate Net Assets in relation to the operating expenses of the Partnership make it unreasonable or imprudent to continue the business of the Partnership. (7) The occurrence of any event which would make unlawful the continued existence of the Partnership. (8) In the event that at least 50,000 Limited Partnership Units offered pursuant to the Prospectus are not sold during the Offering Period. The death, legal disability, bankruptcy, insolvency, dissolution, or withdrawal of any Limited Partner (as long as such Limited Partner is not the sole Limited Partner of the Partnership) shall not result in the dissolution or termination of the Partnership, and such Limited Partner, his estate, custodian or personal representative shall have no right to withdraw or value such Limited Partner's ’s Limited Partnership Interest except as provided in Paragraph A of ArticleArticle IX hereof. Each Limited Partner (and any assignee thereof) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive the furnishing of any inventory, accounting or appraisal of the assets of the Partnership and any right to an audit or examination of the books of the Partnership, except for such rights as are set forth in Article XII hereof relating to the Books of Account and reports of the Partnership.