Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”): (a) The vote of the Partners as required by under the Act to dissolve, wind up and liquidate the Partnership; (b) The finding by the Partnership Committee or the issuance of a judicial determination that any event has occurred that makes it unlawful, impossible or impractical to carry on the business of the Partnership; or (c) The withdrawal or removal of a General Partner, the assignment by a General Partner of its entire Interest in the Partnership or any other event that causes a General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then: (a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1; (b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and (c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 2 contracts
Sources: Limited Partnership Agreement (OCI Resources LP), Limited Partnership Agreement (OCI Resources LP)
Liquidating Events. The Partnership Company shall dissolve and commence winding up and liquidating upon the first to occur of any of the following events (“"Liquidating Events”"):
(a) The vote of two-thirds of the Partners as required by under voting power of the Act Class A Common Members and two-thirds of the voting power of the Class B Unit Holders to dissolve, wind up up, and liquidate the PartnershipCompany;
(b) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible impossible, or impractical to carry on the business of the PartnershipCompany; provided, however, that the events described in § 57D-3-02 of the Act shall not result in a dissolution of the Company or
(c) The withdrawal or removal entry of a General Partner, decree of judicial dissolution under N.C. Gen. Stat. § 57D-6-05 or the assignment filing by the North Carolina Secretary of State of a General Partner certificate of its entire Interest dissolution under N.C. Gen. Stat. § 57D-6-06; or
(d) As provided in Section 8.9 upon the Partnership or any other event that causes a General Partner to cease to be a general partner under failure of the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1compulsory buy-sell procedure. The Partners Unit Holders hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership Company shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Partnership Company has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to remaining Unit Holders hereby agree to continue the business of the Partnership as provided Company without a winding up or liquidation. The Company's Property and business shall continue to be held and conducted in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in liability company under this Agreement with the remaining Members as Members, Unit Holders as Unit Holders and having any unadmitted assignees of Units as Unit Holders. In such event, and notwithstanding any provision of the Act to the contrary, each Unit Holder (including any successor to a Unit) hereby (i) waives any rights that such Person may have as a general partner a Person elected by such 2/3 majority in interest. Upon result of any such election by a 2/3 majority in interest unintended dissolution to demand or receive an accounting of the PartnersCompany or any distribution in satisfaction of such Person's Units in the Company or any security for the return or distribution thereof, and (ii) agrees to indemnify and hold the Company and each Unit Holder harmless from any and all Partners shall be bound thereby losses, damages, claims, liabilities, costs, or expenses (including attorney fees and shall be deemed to have consented thereto. Unless expenses of enforcing this indemnity) that any such an election is made within 180 days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of indemnified Person may incur as a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest result of any former General Partner shall be treated thenceforth as the Interest action inconsistent with part (i) of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continuesentence.
Appears in 1 contract
Sources: Operating Agreement
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following following, and upon no other event without the unanimous consent of all general partners of the Partnership at such time (“``Liquidating Events”''):
(a) The vote of the Partners as required by under the Act to dissolveJanuary 1, wind up and liquidate the Partnership2095;
(b) The finding by sale of all property of the Partnership Committee or so long as the issuance Existing Financing is no longer outstanding and all of a judicial determination that the Partnership's obligations with respect to such Existing Financing have been satisfied;
(c) The happening of any other event has occurred that makes it unlawful, impossible or impossible, or, so long as the Existing Financing is no longer outstanding and all of the Partnership's obligations with respect to the Existing Financing have been satisfied, impractical to carry on the business of the Partnership; or;
(cd) The withdrawal withdrawal, removal or removal bankruptcy of a the last remaining General Partner, the assignment by a such General Partner of its entire Interest interest in the Partnership or any other event that causes a such General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.110.1; or
(e) At any time from and after the date which is eighteen (18) months after the acquisition of the Properties by the Partnership, upon the election of either General Partner, without cause and in its sole and absolute discretion; provided, however, that this subclause (e) shall not be effective unless, prior to or contemporaneously with any such transaction, the Existing Financing is satisfied in full. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c)Subparagraph (d) hereof, the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all Partners holding a majority of the remaining Partners Partnership Interests in the Partnership agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Sources: Limited Partnership Agreement (Simon Debartolo Group Inc)
Liquidating Events. (a) The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each, a “Liquidating EventsEvent”):
(ai) The vote the consent of the Partners as required by under the Act a Common Limited Partner Super-Majority to dissolve, wind up up, and liquidate the Partnership;
(bii) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible impossible, or impractical impracticable to carry on the business of the Partnership;
(iii) except as provided in Section 17.1(b), any event that causes there to be no General Partner; or
(civ) The withdrawal the sale or removal Disposition of a General Partner, all or substantially all of the assignment by a General Partner assets and properties of its entire Interest in the Partnership or any other event that causes a General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1. and its subsidiaries.
(b) The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any Furthermore, if an event set forth specified in Section 12.1(c)17.1(a)(iii) occurs, the Limited Partners may, within 90 Days after the date such event occurs, unanimously vote to elect a successor General Partner and continue the Partnership business, in which case the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partnersdissolve. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved (i) prior to the occurrence of a Liquidating Event, or if (ii) upon the occurrence of an event specified in Section 12.1(c17.1(a)(iii) hereoffollowing which the Limited Partners elect a successor General Partner pursuant to the previous sentence, the Partners fail hereby agree to agree reconstitute the Partnership and to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, without a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolution, the Partnership shall wind winding up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; andor liquidation.
(c) All necessary steps shall be taken Notwithstanding any provision of the Act to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right contrary, each unadmitted Assignee of a two-thirds Partnership Interest from a Partner hereby (2/3i) majority in interest waives any rights that such Person may have as a result of the Partners any such unintended dissolution to select a successor general partner and to reconstitute and continue the business demand or receive an accounting of the Partnership shall not exist or any distribution in satisfaction of such Person’s Partnership Interest or any security for the return or distribution thereof, and may not be exercised unless (ii) agrees to indemnify and hold the Partnership has received an opinion and each other unadmitted Assignee of counsel a Partnership Interest from a Partner completely harmless from all cost or damage (including, without limitation, legal fees and expenses of enforcing this indemnity) that any such indemnified Person may incur as a result of any action inconsistent with this Section 17.1(c). This Section 17.1(c) shall survive the exercise dissolution, winding up and termination of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continuePartnership.
Appears in 1 contract
Sources: Limited Partnership Agreement (Inergy Pipeline East, LLC)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each a “Liquidating Events”):
(a) The unanimous vote of the Partners as required by under the Act to dissolve, wind up and liquidate the Partnership;
(b) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawfulunlawfu1, impossible impossible, or impractical to carry on the business of the PartnershipPartnership or the Delaware Court of Chancery has entered a decree pursuant to Section 17-802 of the Act, and such decree has become final; or
(c) The withdrawal or removal of a the General Partner, the assignment by a the General Partner of its entire Interest in the Partnership or any other event that causes a the General Partner to cease to be a general partner under the Act, ; provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.112.01. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.01(c) hereof (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), . If at such time there is not at least one remaining General Partner or (y) within ninety (90) days after such event all the remaining Partners agree in writing to continue General Partner does not carry on the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolutionPartnership, the Partnership shall wind up its affairs be liquidated in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continueArticle XII.
Appears in 1 contract
Sources: Limited Partnership Agreement (Global Media USA, LLC)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“"Liquidating Events”"):
(a) The twentieth anniversary of the Closing Date;
(b) The date on which, pursuant to Section 14.02, a Liquidation Notice becomes effective to cause a Notice Event to become a Liquidating Event; 56
(c) In the event any one or more of the D&B Partners has elected pursuant to Section 14.03 to purchase any Class A Limited Partner's Interest, the failure of any of such D&B Partners, or their designees, to pay the Purchase Price as required pursuant to such Section 14.03;
(d) The unanimous vote of the Partners as required by under the Act to dissolve, wind up up, and liquidate the Partnership;
(be) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible impossible, or impractical to carry on the business of the PartnershipPartnership or the Delaware Court of Chancery has entered a decree pursuant to Section 17-802 of the Act, and such decree has become final; or
(cf) The withdrawal or removal of a the General Partner, the assignment by a the General Partner of its entire Interest in the Partnership or any other event that causes a the General Partner to cease to be a general partner under the Act, ; provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.112.01. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.01(f) (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), . If at such time there is not at least one remaining General Partner or (y) within ninety (90) days after such event all the remaining Partners agree in writing to continue General Partner does not carry on the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolutionPartnership, the Partnership shall wind up its affairs be liquidated in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continueArticle XII.
Appears in 1 contract
Sources: Limited Partnership Agreement (Dun & Bradstreet Corp /De/)
Liquidating Events. (a) The Partnership Company shall dissolve and shall commence winding up and liquidating upon the first to occur of any of the following (each, a “Liquidating EventsEvent”):
(ai) The vote Bankruptcy of the Partners as required by under Company;
(ii) The unanimous vote or consent of the Act Members to dissolve, wind up and liquidate the PartnershipCompany;
(biii) At any time there are no Members of the Company, unless the business of the Company is continued in a manner permitted by this Agreement or the Act;
(iv) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that which makes it unlawful, impossible or impractical to carry on the business of the PartnershipCompany; orand
(cv) The withdrawal or removal entry of a General Partner, the assignment by a General Partner decree of its entire Interest in the Partnership or any other event that causes a General Partner to cease to be a general partner judicial dissolution under Section 17351 of the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1. The Partners Members hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership Company shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c), the Partnership shall not be dissolved or required to be wound up if .
(xb) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership Company has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 daysdays after such determination (the “Reconstitution Period”), a 2/3 majority in interest all of the Partners Members may elect to reconstitute the Partnership Company and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership liability company on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented theretoAgreement. Unless such an election is made within 180 days after the event causing dissolutionReconstitution Period, the Partnership Company shall dissolve and wind up its affairs in accordance with Section 12.2 hereof12.2. If such an election is made within 180 days after the event causing dissolutionReconstitution Period, then:
(ai) The reconstituted limited partnership liability company shall continue until the occurrence of a Liquidating Event as provided in this Section 12.112.1 (a);
(bii) If Unless otherwise agreed to by all of the successor general partner is not a former General PartnerMembers, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and this Agreement shall, subject to enter into any requirement under the Act to file a new partnership agreement Certificate, automatically constitute the Certificate and certificate Agreement of limited partnershipsuch new Company. All of the assets and liabilities of the dissolved Company shall be deemed to have been automatically assigned, assumed, conveyed, and transferred to the new Company. No bond, collateral, assumption, or release of any Member’s or the Company’s liabilities shall be required; provided that the right of a two-thirds (2/3) majority in interest of the Partners Members to select a successor general partner managers and to reconstitute and continue the business of the Partnership Company shall not exist and may not be exercised unless the Partnership Company has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner Member and neither the Partnership Company nor the reconstituted Partnership limited liability company would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Liquidating Events. The Partnership Company shall dissolve and commence winding up and liquidating only upon the first to occur occurrence of any of the following (“Liquidating Events”):
(a) The vote of the Partners as required by Managing Member files a petition, or has an involuntary petition filed against it, under the Act Bankruptcy Code, as it may be amended from time to dissolvetime, wind up and liquidate the Partnership;
without such proceeding being vacated or dismissed within one hundred twenty (b120) The finding by the Partnership Committee or the issuance of a judicial determination that any event has occurred that makes it unlawful, impossible or impractical to carry on days after commencement thereof unless the business of the Partnership; or
(c) The withdrawal or removal of a General PartnerCompany, including, without limitation, the assignment by a General Partner operation of its entire Interest in the Partnership or any other event that causes a General Partner to cease to be a general partner under the ActProperty, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1. The Partners hereby agree that, notwithstanding any provision by the consent of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of Members holding a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business majority of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) Percentage Interests within ninety (90) days after the occurrence of such event event. If such consent is not timely obtained, the Company shall not liquidate any collateral pledged in support of the Loans unless the consent of the applicable rating agencies in regard to any rated securities issued in relation to the Loans and the holders of the Loans has been obtained (collectively the “Lenders”), and that such Lenders may continue to exercise all remaining Partners agree of their rights under the loan documents and retain any collateral until the loan has been paid in writing to continue full or otherwise completely discharged.; and
(b) By the vote or written consent of all Members, or if no Loan is then outstanding, by the Managing Member. Notwithstanding the foregoing, the bankruptcy, death, dissolution, liquidation, termination or adjudication of incompetency of a member shall not cause the termination or dissolution of the Company and the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interestCompany shall continue. Upon any such election occurrence, the trustee, receiver, executor, administrator, committee, guardian or conservator of such member shall have all the rights of such member for the purpose of settling or managing its estate or property, subject to satisfying conditions precedent to the admission of such assignee as a substitute member. The transfer by a 2/3 majority in such trustee, receiver, executor, administrator, committee, guardian or conservator of any Company interest shall be subject to all of the Partnersrestrictions hereunder to which such transfer would have been subject if such transfer had been made by such bankrupt, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolutiondeceased, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolutiondissolved, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partnerliquidated, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continueterminated or incompetent member.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Gc Net Lease Reit, Inc.)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each a “Liquidating EventsEvent”):
(a) The sale of all or substantially all of the Partnership Property;
(b) The unanimous vote of the Partners as required by under the Act to dissolve, wind up up, and liquidate the Partnership;
(bc) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible impossible, or impractical to carry on the business of the Partnership; or
(cd) The withdrawal or removal of a the General Partner, the assignment by a the General Partner of its entire Interest in the Partnership Interest, or any other event that causes a the General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.111.1. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c11.l(d) (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof11.1(d), the Partners fail to appoint a substitute General Partner effective as of such event and to agree to continue the business of the Partnership as provided in this Section 12.111.1, then within an additional 90 daysninety (90) days after such determination or the last day of such ninety (90) day period, as the case may be (the “Reconstitution Period”), a 2/3 two-thirds majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interesttwo-thirds majority. Upon any such election by a 2/3 two-thirds majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolutionReconstitution Period, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof11.2. If such an election is made within 180 days after the event causing dissolutionReconstitution Period, then:
(ai) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.111.1;
(bii) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holdera Limited Partner; and
(ciii) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 5.5 and shall cause such certificate of limited partnership for the reconstituted partnership to be filed in the office of the Secretary of State of Delaware in accordance with the Act; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Sources: Limited Partnership Agreement (Hospital of Fulton, Inc.)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“"Liquidating Events”"):
(a) The the unanimous vote of the Partners as required by under the Act to dissolve, wind up and liquidate the Partnership;
(b) The finding by the Partnership Committee or involuntary bankruptcy of the issuance Managing General Partner;
(c) the happening of a judicial determination that any other event has occurred that makes it unlawful, unlawful or impossible or impractical to carry on the business of the Partnership (including the entry of a decree of judicial dissolution of the Partnership; or);
(cd) The the withdrawal or removal of a the Managing General Partner, the assignment by a the Managing General Partner of its entire Interest in the Partnership (other than pursuant to Article 10) or any other event that causes a the Managing General Partner to cease to be a general partner under the Act, ; provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.112.01; provided further that the Managing General Partner shall not intentionally assign its entire Interest (other than pursuant to Article 10) or withdraw from the Partnership except as required by applicable law or as contemplated by this Agreement; or
(e) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.01(b) or (d), the Partnership shall not be dissolved or required to be wound up if (x) at that time the time of such event there Partnership has another general partner that is at least one remaining General Partner authorized to, and that General Partner carries on does, continue the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) 90 days after such event all remaining Partners agree Price LP agrees in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected appointed by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the PartnersPrice LP, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners Price LP to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would will not cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Sources: Limited Partnership Agreement (Verizon Wireless of the East Lp)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (each a “Liquidating EventsEvent”):
(a) The sale of all or substantially all of the Partnership Property;
(b) The unanimous vote of the Partners as required by under the Act to dissolve, wind up up, and liquidate the Partnership;
(bc) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible impossible, or impractical to carry on the business of the Partnership; or
(cd) The withdrawal or removal of a the General Partner, the assignment by a the General Partner of its entire Interest in the Partnership Interest, or any other event that causes a the General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.111.1. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c11.1(d) (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof11.1 (d), the Partners fail to appoint a substitute General Partner effective as of such event and to agree to continue the business of the Partnership as provided in this Section 12.111.1, then within an additional 90 daysninety (90) days after such determination or the last day of such ninety (90) day period, as the case may be (the “Reconstitution Period”), a 2/3 two-thirds majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interesttwo-thirds majority. Upon any such election by a 2/3 two-thirds majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolutionReconstitution Period, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof11.2. If such an election is made within 180 days after the event causing dissolutionReconstitution Period, then:
(ai) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.111.1;
(bii) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holdera Limited Partner; and
(ciii) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Section 5.5 and shall cause such certificate of limited partnership for the reconstituted partnership to be filed in the office of the Secretary of State of Delaware in accordance with the Act; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):
(a) The sale of all or substantially all of the Property;
(b) The unanimous vote of the Partners as required by under the Act to dissolve, wind up up, and liquidate the Partnership;
(bc) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible impossible, or impractical to carry on the business of the Partnership; or
(cd) The withdrawal or removal of a General Partner, the assignment by a General Partner of its entire Interest in the Partnership Interest, or any other event that causes a General Partner to cease to be a general partner General Partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.111.1. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c11.1(d) (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof11.1(d), the Partners fail to appoint a substitute General Partner effective as of such event and to agree to continue the business of the Partnership as provided in this Section 12.111.1, then within an additional 90 daysninety (90) days after such determination or the last day of such ninety (90) day period, as the case may be (the “Reconstitution Period”), a 2/3 two-thirds majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner General Partner a Person elected by such 2/3 majority in interesttwo-thirds majority. Upon any such election by a 2/3 two-thirds majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolutionReconstitution Period, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof11.2. If such an election is made within 180 days after the event causing dissolutionReconstitution Period, then:
(ai) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.111.1;
(bii) If the successor general partner General Partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holdera Limited Partner; and
(ciii) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership, and the successor General Partner may for this purpose exercise the powers of attorney granted the General Partners pursuant to Article XII and shall cause such certificate of limited partnership for the reconstituted partnership to be filed in the office of the Secretary of State of Indiana in accordance with the Act; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner General Partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Sources: Limited Partnership Agreement (Marietta Surgical Center, Inc.)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):
(a) The date on which, pursuant to Section 14.02 hereof, a Liquidation Notice becomes effective to cause a Notice Event to become a Liquidating Event;
(b) In the event any one or more of the IMS Health Partners has elected pursuant to Section 14.03 hereof to purchase any Class A Limited Partner’s Interest, the failure of any of such IMS Health Partners, or their designees, to pay the Purchase Price as required pursuant to such Section 14.03;
(c) The unanimous vote of the Partners as required by under the Act to dissolve, wind up up, and liquidate the Partnership;
(bd) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible impossible, or impractical to carry on the business of the PartnershipPartnership or the Delaware Court of Chancery has entered a decree pursuant to Section 17-802 of the Act, and such decree has become final; or
(ce) The withdrawal or removal of a the General Partner, the assignment by a the General Partner of its entire Interest in the Partnership or any other event that causes a the General Partner to cease to be a general partner under the Act, ; provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.112.01. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.01(e) hereof (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), . If at such time there is not at least one remaining General Partner or (y) within ninety (90) days after such event all the remaining Partners agree in writing to continue General Partner does not carry on the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolutionPartnership, the Partnership shall wind up its affairs be liquidated in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continueArticle XII.
Appears in 1 contract
Liquidating Events. (a) The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):
(ai) The the vote of the Partners as required by under the Act General Partner and a two-thirds (2/3) Majority in Interest to dissolve, wind up up, and liquidate the Partnership;
(bii) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible or impractical to carry on the business of the Partnership; or
(ciii) The an event of withdrawal or removal of a the General Partner, unless at the time there is at least one other General Partner and a Majority in Interest agree in writing or vote to continue the business of the Partnership and to appoint, effective as of the date of withdrawal, one or more additional General Partners if necessary or desired; or the assignment by a General Partner of its entire General Partner Interest in the Partnership Partnership; or any other event that causes a General Partner to cease to be a general partner under the Delaware Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1. .
(b) The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.1(a)(iii), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership and each General Partner hereby covenants and agrees that it will so carry on the business of the Partnership), or (y) within ninety (90) days after such event all of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c12.1(a)(iii) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 ninety (90) days, a 2/3 majority two thirds (2/3) Majority in interest of the Partners Interest may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority two-thirds (2/3) Majority in interestInterest. Upon any such election by a 2/3 majority two thirds (2/3) Majority in interest of the PartnersInterest, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 one hundred eighty (180) days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 one hundred eighty (180) days after the event causing dissolution, then:
(ai) The the reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(bii) If if the successor general partner is not a the former General Partner, then the Interest interest of any the former General Partner shall be treated thenceforth as the Interest an unadmitted transferee of an Interest Holdera General Partner Interest; and
(ciii) All all necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; , and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Article XIII hereof, provided that the right of a two-two thirds (2/3) majority Majority in interest of the Partners Interest to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Sources: Limited Partnership Agreement (Jacob Leinenkugel Brewing Co., LLC)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“"Liquidating Events”"):
(a) The affirmative vote of all of the Partners (or if the Bankruptcy of any Parent has occurred, then the unanimous vote of the Partners excluding the Partners in the affected Partner Group or the affected Partner, as required by under the Act to dissolve, wind up and liquidate the Partnershipcase may be);
(b) The finding by Delaware Court of Chancery has entered a decree pursuant to Section 17-802 of the Act, and such decree has become final;
(c) Upon the occurrence of an event of withdrawal of the General Partner unless at the time there is at least one other general partner of the Partnership Committee or the issuance of a judicial determination that any event has occurred that makes it unlawful, impossible or impractical to carry on (who is hereby authorized and shall continue the business of the Partnership; or
(c) The withdrawal or removal of a General PartnerPartnership without dissolution), the assignment by a General Partner of its entire Interest in except the Partnership or any other event that causes a General Partner to cease to shall not be a general partner under dissolved upon the Act, provided that occurrence of any such event shall not constitute a Liquidating Event if within 90 days after the withdrawal, all of the Limited Partners agree in writing or vote to continue the business of the Partnership without dissolution and appoint, effective as of the date of withdrawal, one or more additional general partners of the Partnership; and
(d) At any time there are no limited partners of the Partnership unless the Partnership is continued pursuant to this Section 12.1without dissolution in accordance with the Act. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon Anything in this Agreement to the occurrence contrary notwithstanding: (i) the Bankruptcy of any event set forth in Section 12.1(c), the Partnership General Partner shall not be dissolved or required cause such Partner to cease to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business a general partner of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c) hereofsuch Bankruptcy, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 days, a 2/3 majority in interest of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(a) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(b) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holder; and
(c) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; provided that the right of a two-thirds (2/3) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist continue without dissolution; and may not be exercised unless (ii) the existence of the Partnership has received an opinion of counsel that as a separate legal entity shall continue until the exercise cancellation of the right would not result Certificate as provided in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continueAct.
Appears in 1 contract
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”"LIQUIDATING EVENTS"):
(a) The the unanimous vote of the Partners as required by under the Act to dissolve, wind up and liquidate the Partnership;
(b) The finding by the Partnership Committee or involuntary bankruptcy of the issuance Managing General Partner;
(c) the happening of a judicial determination that any other event has occurred that makes it unlawful, unlawful or impossible or impractical to carry on the business of the Partnership; or
(cd) The the withdrawal or removal of a the Managing General Partner, the assignment by a the Managing General Partner of its entire Interest in the Partnership (other than pursuant to Article 10) or any other event that causes a the Managing General Partner to cease to be a general partner under the Act, provided ; PROVIDED that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.112.01; PROVIDED FURTHER that the Managing General Partner shall not intentionally assign its entire Interest (other than pursuant to Article 10) or withdraw from the Partnership except as required by applicable law or as contemplated by this Agreement. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.01(b) or (d), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) 90 days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partnersa new general partner. If it is determined, determined by a court of competent jurisdiction, jurisdiction that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c12.01(b) or (d) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.112.01, then (x) within an additional 90 80 days, a 2/3 majority in interest all of the Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by all the Limited Partners or (y) if the Partners do not so elect within such 2/3 majority in interest80 day period, within an additional 10 days after such 80 day period, Price LP may elect to reconstitute the Partnership and continue its business by forming a new limited partnership (without Cellco LP as a partner) and having as a general partner a Person elected by Price LP. Upon Except with respect to Cellco LP, if Price LP elects, pursuant to clause (y) of the immediately preceding sentence, to reconstitute the Partnership without Cellco LP as a partner, on any such election by a 2/3 majority in interest of the Price LP, (A) all Partners, all Partners except Cellco LP, shall be bound thereby and (B) all Partners shall be deemed to have consented thereto. Unless such an election is made within 180 days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 12.02 hereof. If such an election is made within 180 days after the event causing dissolution, then:
(ai) The the reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.112.01;
(bii) If if the successor general partner is not a the former General Partnergeneral partner, then the Interest of any the former General Partner general partner shall be treated thenceforth as the Interest of an Interest Holderunadmitted assignee of a Partner; and
(ciii) All all necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement substantially identical to this Agreement (except that Cellco LP will not be obligated to enter into any new partnership agreement if the Partnership shall have been reconstituted pursuant to an election under clause (y) above) and a certificate of limited partnership; provided PROVIDED that the right of a two-thirds (2/3) majority in interest of all the Limited Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
Appears in 1 contract
Sources: Limited Partnership Agreement (Price Communications Corp)
Liquidating Events. The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“each a "Liquidating Events”Event"):
(a) The unanimous vote of the Partners as required by under the Act to dissolve, wind up up, and liquidate the Partnership;
(b) The finding by Bankruptcy of the General Partner; provided that such Bankruptcy shall not constitute a Liquidating Event if the Partnership Committee or the issuance of a is continued pursuant to' this Section 12.1;
(c) A judicial determination that any an event has occurred that makes it unlawful, impossible or impractical unlawful to carry on the business of the Partnership; or
(cd) The withdrawal or removal of a the General Partner, the assignment by a the General Partner of its entire Interest in the Partnership or any other event that causes a the General Partner to cease to be a general partner under the Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is not dissolved or is continued pursuant to this Section 12.1. The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership ActAct (or any corresponding provisions of succeeding law), the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.1(b) or 12.1(d) hereof (so long as no other Liquidating Event has occurred), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership), or (y) within ninety (90) days after such event all remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified described in Section 12.1(c12.1(b) or 12.1(d) hereof, the Partners fail to appoint a substitute General Partner effective as of such event and--to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 daysone hundred and eighty (180) days after such determination or the last day of such ninety (90) day period, a 2/3 majority in interest of as the Partners case may be (the "Reconstitution Period"), the remaining Partner(s) may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority in interest. Upon any such election by a 2/3 majority in interest of the Partners, all Partners shall be bound thereby and shall be deemed to have consented theretoremaining Partner(s). Unless such an election is made within 180 days after the event causing dissolutionReconstitution Period, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 days after the event causing dissolutionReconstitution Period, then:
(ai) The reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in 'this Section 12.1;
(bii) If the successor general partner is not a former General Partner, then the Interest of any former General Partner shall be treated thenceforth as the Interest of an Interest Holdera Limited Partner; and
(ciii) All necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Article XIII hereof; provided that the right of a two-thirds (2/3the remaining Partner(s) majority in interest of the Partners to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
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Liquidating Events. (a) The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“"Liquidating Events”"):
(ai) The the vote of the Partners as required by under the Act General Partner and a two-thirds (2/3) Majority in Interest to dissolve, wind up up, and liquidate the Partnership;
(bii) The finding by the Partnership Committee or the issuance happening of a judicial determination that any other event has occurred that makes it unlawful, impossible or impractical to carry on the business of the Partnership; or
(ciii) The an event of withdrawal or removal of a the General Partner, unless at the time there is at least one other General Partner and a Majority in Interest agree in writing or vote to continue the business of the Partnership and to appoint, effective as of the date of withdrawal, one or more additional General Partners if necessary or desired; or the assignment by a General Partner of its entire General Partner Interest in the Partnership Partnership; or any other event that causes a General Partner to cease to be a general partner under the Delaware Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1. .
(b) The Partners hereby agree that, notwithstanding any provision of the Act or the Delaware Uniform Partnership Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(c12.1(a)(iii), the Partnership shall not be dissolved or required to be wound up if (x) at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership and each General Partner hereby covenants and agrees that it will so carry on the business of the Partnership), or (y) within ninety (90) days after such event all of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more substitute or additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(c12.1(a)(iii) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional 90 ninety (90) days, a 2/3 majority two thirds (2/3) Majority in interest of the Partners Interest may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such 2/3 majority two-thirds (2/3) Majority in interestInterest. Upon any such election by a 2/3 majority two thirds (2/3) Majority in interest of the PartnersInterest, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 one hundred eighty (180) days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof. If such an election is made within 180 one hundred eighty (180) days after the event causing dissolution, then:
(ai) The the reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
(bii) If if the successor general partner is not a the former General Partner, then the Interest interest of any the former General Partner shall be treated thenceforth as the Interest an unadmitted transferee of an Interest Holdera General Partner Interest; and
(ciii) All all necessary steps shall be taken to cancel this Agreement and the Certificate and to enter into a new partnership agreement and certificate of limited partnership; , and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Article XIII hereof, provided that the right of a two-two thirds (2/3) majority Majority in interest of the Partners Interest to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
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Sources: Limited Partnership Agreement (Molson Coors Capital Finance ULC)