Right to Continue Business of Partnership Clause Samples
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Right to Continue Business of Partnership. Upon an event described in Section 13.02(b), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (.90) days after the event described in such Section, an election to reconstitute and continue the business of the Partnership shall be made writing by a Majority Interest and a successor General Partner is selected by a Majority Interest. If such an election to continue the Partnership is made and a successor General Partner selected, then:
(i) the Partnership shall continue until the Termination Date unless earlier dissolved in accordance with this Article XIII;
(ii) the Partnership Interest of the former General Partner shall be treated thenceforth as the interest of a Record Holder and either (A) purchased by the successor General Partner or (B) converted into Units in the manners provided in Section 12.04 as if the former General Partner were a departing General Partner under Section 12.04; and
(iii) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
Right to Continue Business of Partnership. Upon an event described in Sections 11.2(c), 11.2(d) or 11.2(e) (but not an event described in Section 11.2(e) that makes it unlawful for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within 90 days after the event described in any of such Sections, an election to continue the business of the Partnership shall be made in writing by all remaining Partners. If such an election to continue the Partnership is made, then:
(a) if the General Partner is "Bankrupt" (as defined in Section 11.2(c) or has been removed or has withdrawn from the Partnership, the remaining Limited Partners shall appoint a successor General Partner and the Partnership Interest of the General Partner shall be transferred to such successor General Partner in the manner provided in Section 12;
(b) the Partnership shall continue until another event causing dissolution in accordance with this Section 12 shall occur;
(c) all necessary steps shall be taken to amend this Agreement and the Certificate to reflect the continuation of the business of the Partnership; and
Right to Continue Business of Partnership. Upon an event described in Sections 15.2(b), 15.2(c), or 15.2(f) (but not an event described in Section 15.2(f) that makes it unlawful for the business of the partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (90) days after the event described in any of such Sections, an election to reconstitute and continue the business of the Partnership shall be made in writing by (i) the remaining General Partner, if any, in its sole and absolute discretion; or (ii) in the event there is no remaining General Partner, or in the event that any remaining General Partner does not so elect to reconstitute and continue the business of the Partnership, then, subject to receipt by the Partnership of an Opinion of Independent Counsel to the effect described in Section 14.3, by the unanimous written agreement of all remaining Partners; provided that by a Super-Majority Vote of the Limited Partners the Limited Partners may elect to reconstitute and continue the business of the Partnership upon receipt of an Opinion from Independent Counsel that unanimous written agreement of the Limited Partners is not required for the Partnership or Operating Partnership to be treated as a partnership for federal income tax purposes. If such an election to continue the Partnership is made, then:
(i) if such election was made by all remaining Partners, a successor Managing General Partner shall be selected unanimously by all remaining Partners;
(ii) if such election was made by the remaining General Partner, such Person shall be the Managing General Partner (and if not previously the Managing General Partner, shall serve as Managing General Partner until a successor to the Managing General Partner is admitted to the Partnership);
(iii) the Partnership shall continue until another event causing dissolution in accordance with this Article XV shall occur;
(iv) the Partnership Interest of the former General Partner shall be subject to disposition, at the option of the former General Partner, in the manner provided in Section 14.5(a) (which option shall be exercised contemporaneously with the selection of the successor General Partner); and
(v) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
Right to Continue Business of Partnership. Upon an event described in Sections 12.01(d) or 12.01(f), the Partnership shall not be dissolved or be required to be wound up if (A) at the time of such event there is at least one remaining General Partner who carries on the business of the Partnership (and each such remaining General Partner is hereby authorized to carry on the business of the Partnership without dissolution), or (B) within ninety (90) days after such event, all remaining Partners agree in writing (a) to continue the business of the Partnership and (b) to the appointment, effective as of the date of such event, of one or more additional General Partners if necessary or desired.
Right to Continue Business of Partnership. Upon an event described in Sections 13.02(b), 13.02(c) or 13.02(f) (but not an event described in Section 13.02(f) that makes it unlawful, by judicial order or otherwise, for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless (a) within ninety (90) days after the event described in any of such Sections, an election to continue the business of the Partnership shall be made in writing by any remaining General Partner or General Partners, in its or their sole discretion, or (b) in the event of the withdrawal of the last remaining General Partner, or in the event the remaining General Partners do not elect to continue the business of the Partnership, within one hundred twenty (120) days after the occurrence of the event described in Section 13.02(b), 13.02(c) or 13.02(f), the Limited Partners, by a Majority Vote of the Limited Partners, elect to continue the Partnership and (if necessary or desired) appoint, effective as of the date of withdrawal of the former General Partners, one or more successor General Partners.
Right to Continue Business of Partnership. Upon an event described in Section 14.2(b), 14.2(c) or 14.2(g) (but not an event described in Section 14.2(g) that makes it unlawful for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (90) days after the event described in any of such Sections, an election to reconstitute and continue the business of the Partnership shall be made by a Majority Vote of the Limited Partners. If such an election to continue the Partnership is made, then:
(a) a Majority Vote of the Limited Partners shall select a successor Managing General Partner;
(b) the Partnership shall continue until another event causing dissolution in accordance with this Article XIV shall occur; and
(c) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
Right to Continue Business of Partnership. Upon an event described in Section 14.2(b), 14.2(c) or 14.2(g) (but not an event described in Section 14.2(g) that makes it unlawful for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (90) days after the event described in any of such Sections, an election to reconstitute and continue the business of the Partnership shall be made in writing by the Limited Partners. If such an election to continue the Partnership is made, then:
(a) the Limited Partners shall select a successor Managing General Partner;
(b) the Partnership shall continue until another event causing dissolution in accordance with this Article XIV shall occur;
(c) the Partnership Interest of the former General Partner shall be subject to disposition, at the option of the former General Partner, in the manner provided in Section 13.3(a) (which option shall be exercised contemporaneously with the selection of the successor General Partner); and
(d) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
Right to Continue Business of Partnership. Upon an event described in Section 13.02(b), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (.90) days after the event described in such Section, an election to reconstitute and continue the business of the Partnership shall be made writing by a Majority Interest and a successor General Partner is selected by a Majority Interest. If such an election to continue the Partnership is made and a successor General Partner selected, then: (i) the Partnership shall continue until the Termination Date unless earlier dissolved in accordance with this Article XIII; 44
Right to Continue Business of Partnership. In the event of the dissolution, removal, withdrawal or Bankruptcy of a Partner or the appointment of a receiver for, or seizure by a judgment creditor of, a Partner' s Interest in the Partnership, or upon the occurrence of any event with respect to a Partner which would result in the dissolution of the Partnership under the Act, that Partner (the "Terminating Partner") or its legal representative shall promptly notify the remaining Partners, and the Partnership shall be dissolved, but all of the surviving Partners may elect to continue the business of the Partnership for the balance of the Term, with all of the Partnership property as before. The election may be made by the surviving Partners by notice to the Terminating Partner within 30 days after receipt by the surviving Partners of notice of the event. Upon such election the Partnership shall be reconstituted, the Terminating Partner shall be deemed to have offered to sell its Interest for the balance in its Capital Account in accordance with Section 11.3, and the surviving Partners shall continue the business of the Partnership with all of the Partnership's assets in accordance with the provisions this Agreement. If no election to continue the business of the Partnership is effective within 90 days after an event giving rise to dissolution, the Partnership's business shall be wound up pursuant to Article XIII.