Liquidating Events. The Partnership shall not be dissolved by the admission of additional Limited Partners, by the admission of a successor General Partner in accordance with the terms of this Agreement, or by the incapacity of any Limited Partner. Upon the withdrawal of the General Partner, any remaining General Partner and any successor General Partner shall continue the business of the Partnership as provided herein. The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following (each a “Liquidating Event”): (a) an election made by the General Partner to dissolve the Partnership ; (b) the dissolution of the Fund REIT; (c) the withdrawal of the General Partner from the Partnership or the dissolution of the General Partner other than in connection with a Transfer permitted under Section 9.1(a); (d) at any time that the Partnership no longer has any Limited Partners, unless the Partnership’s business is continued in accordance with the Act; (e) the sale or disposition of all or substantially all of the Strategic Investments and other assets held directly or indirectly by the Partnership; or (f) entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Jamestown Invest 1, LLC), Limited Partnership Agreement (Jamestown Invest 1, LLC), Limited Partnership Agreement (Jamestown Atlanta Invest 1, LLC)
Liquidating Events. The Partnership shall not be dissolved by the admission of additional Limited Partnerslimited partners, by the admission of a successor General Partner in accordance with the terms of this Agreement, Agreement or by the incapacity Incapacity of any Limited Partner. Upon the withdrawal of the General Partner, any remaining General Partner and any successor General Partner shall continue the business of the Partnership as provided herein. The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following (each a “Liquidating Event”):
(a) an election made by the General Partner to dissolve the Partnership Partnership;
(b) the dissolution removal of the any Fund REITGeneral Partner upon a For Cause Termination Event;
(c) the removal of any Fund General Partner without a For Cause Termination Event;
(d) the withdrawal of the General Partner from the Partnership or the dissolution of the General Partner other than in connection with a Transfer permitted under Section 9.1(a);
(d) at any time that the Partnership no longer has any Limited Partners, unless the Partnership’s business is continued in accordance with the Act9.1;
(e) the sale or disposition of all or substantially all of the Strategic Investments Properties and other assets held directly or indirectly by of the Partnership; or
(f) entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act.
Appears in 3 contracts
Sources: Limited Partnership Agreement, Limited Partnership Agreement (Regency Centers Corp), Limited Partnership Agreement (Regency Centers Corp)
Liquidating Events. The Partnership shall not be dissolved by the admission of additional Limited Partners, by the admission of a successor General Partner in accordance with the terms of this Agreement, or by the incapacity of any Limited Partner. Upon the withdrawal of the General Partner, any remaining General Partner and any successor General Partner shall continue the business of the Partnership as provided herein. The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following (each a “Liquidating Event”):
(a) an election made by the General Partner to dissolve the Partnership Partnership;
(b) the dissolution of the Fund REIT;
(c) the withdrawal of the General Partner from the Partnership or the dissolution of the General Partner other than in connection with a Transfer permitted under Section 9.1(a);
(d) at any time that the Partnership no longer has any Limited Partners, unless the Partnership’s business is continued in accordance with the Act;
(e) the sale or disposition of all or substantially all of the Strategic Investments and other assets held directly or indirectly by the Partnership; or
(f) entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act.
Appears in 1 contract
Sources: Limited Partnership Agreement (Jamestown Atlanta Invest 1, LLC)