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

Termination and Dissolution of the Partnership. The Partnership shall be terminated and dissolved on December 31, 2050; provided, however, that the Partnership shall be terminated upon the earlier occurrence of any of the following events: (a) The Withdrawal of the General Partner unless (x) at the time of such event there is at least one remaining General Partner and that General Partner elects to continue the business of the Partnership or (y) if no other General Partner exists, all remaining Partners agree in writing, within 90 days of such Withdrawal, to continue the business of the Partnership and to the appointment of one or more additional General Partners, and within 30 days after the date of such agreement, an amendment to the Partnership’s Certificate of Limited Partnership is filed with the Georgia Secretary of State reflecting such agreement; (b) The written consent of the General Partner and a Majority in Interest of the Limited Partners to the termination and dissolution of the Partnership; (c) The sale or other disposition of all Partnership properties and investments (including any mortgages or other purchase money security interests received in connection with any such sale or other disposition), and the liquidation of the proceeds thereof; (d) The entry of a decree of judicial dissolution pursuant to the Act; or (e) One Capital Advisors, LLC, a Georgia limited liability company, or its successors or affiliates shall cease to be the Manager of General Partner and a majority in interest of the Limited Partners elects to terminate and dissolve the Partnership within ninety (90) days thereafter.

Termination and Dissolution of the Partnership. The Partnership shall be terminated and dissolved on December 31, 2050; provided, however, that the Partnership shall be terminated upon the earlier occurrence of any of the following events: (a) The Withdrawal of the General Partner unless (x) at the time of such event there is at least one remaining General Partner and that General Partner elects to continue the business of the Partnership or (y) if no other General Partner exists, all remaining Partners agree in writing, within 90 days of such Withdrawal, to continue the business of the Partnership and to the appointment of one or more additional General Partners, and within 30 days after the date of such agreement, an amendment to the Partnership’s 's Certificate of Limited Partnership is filed with the Georgia Secretary Department of State reflecting such agreement; (b) The written consent of the General Partner and a Majority in Interest of the Limited Partners to the termination and dissolution of the Partnership; (c) The sale or other disposition of all Partnership properties and investments (including any mortgages or other purchase money security interests received in connection with any such sale or other disposition), and the liquidation of the proceeds thereof;; or (d) The entry of a decree of judicial dissolution pursuant to the Act; or (e) One Capital Advisors, LLC, a Georgia limited liability company, or its successors or affiliates shall cease to be the Manager of General Partner and a majority in interest of the Limited Partners elects to terminate and dissolve the Partnership within ninety (90) days thereafter.