CONTINUATION AFTER DISSOLUTION Clause Samples
CONTINUATION AFTER DISSOLUTION. Within 90 days following a dissolution of the Partnership pursuant to Section 13.1(c) or (d), pursuant to rules and procedures established by the Liquidator pursuant to Section 13.3(b), the Limited Partners may elect to reconstitute the Partnership and continue its business according to this Agreement upon the admission to the Partnership of a Successor General Partner elected by the affirmative vote of Limited Partners which own a majority (or such greater percentage as required by applicable law) of the Common Units. Any Person elected by the Limited Partners to be a Successor General Partner shall be admitted to the Partnership as Successor General Partner only upon the Partnership's receipt of a written assumption by such Person of all of the former General Partner's rights and obligations hereunder (including the obligation to purchase the General Partner's Partnership Interest pursuant to Section 12.4). Unless a Successor General Partner is admitted to the Partnership within 90 days after dissolution, the Partnership shall be liquidated pursuant to Section 13.3. If a Successor General Partner is admitted to the Partnership pursuant to this Section 13.2 within 90 days after dissolution, then:
(a) the reconstituted partnership shall continue until dissolved according to this Article XIII; and
(b) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership 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 15.1; provided that the right of the Limited -------- Partners set forth above to elect a Successor General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that (i) the exercise of the right would not result in the loss of limited liability of any Person who is a Limited Partner and (ii) neither the Partnership nor the reconstituted partnership would be classified as other than a partnership for United States federal income tax purposes upon the exercise of such right to continue.
CONTINUATION AFTER DISSOLUTION. Upon the occurrence of a Dissolution Event defined in Section 12.1(c), the Company automatically shall be continued (a) if there are remaining Members, unless the remaining Members of the Company elect to dissolve pursuant to Section 12.1(b), or (b) if there are no remaining Members of the Company, if one or more additional Members are admitted pursuant to Article 9 within 90 days after such Dissolution Event.
CONTINUATION AFTER DISSOLUTION. 32 13.3 Liquidation.............................................................. 32 13.4 Distribution in Kind..................................................... 34 13.5
CONTINUATION AFTER DISSOLUTION. 27 13.3 LIQUIDATION.......................................................... 28 13.4
CONTINUATION AFTER DISSOLUTION. Within 90 days following a dissolution of the Partnership pursuant to Section 13.1(c), pursuant to rules and procedures established by the Liquidator pursuant to Section 13.3(b), the Limited Partners may elect to reconstitute the Partnership and continue its business according to this Agreement upon the admission to the Partnership of a Successor General Partner. Any Person elected by the Limited Partners to be Successor General Partner shall be admitted to the Partnership as Successor General Partner only upon the Partnership's receipt of a written assumption by such Person of all of the former General Partner's rights and obligations hereunder (including the obligation to purchase the General Partner's Interest pursuant to Section 12.4). Unless a Successor General Partner is admitted to the Partnership within 90 days after dissolution, the Partnership shall be liquidated pursuant to Section 13.3. If a Successor General
CONTINUATION AFTER DISSOLUTION. 28 13.3 Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 13.4 Distribution in Kind . . . . . . . . . . . . . . . . . . . . . . . . . 29 13.5 Cancellation of Certificate of Limited Partnership . . . . . . . . . .
CONTINUATION AFTER DISSOLUTION. At any time after the dissolution of the Company and before the winding up of its business is completed, the Members, including a Dissociated Member whose Dissociation caused the dissolution, if applicable, may waive the right to have the Company's business wound up and the Company terminated, as provided for in Section 3.2 hereof. In such event, the Company shall resume carrying on its business as if the dissolution had never occurred and any liability incurred by the Company or a Member after the dissolution and before the waiver shall be determined as if the dissolution had never occurred but the rights of a third party pursuant to Section 35-7(a) of the Act or arising out of conduct in reliance on the dissolution before the third party knew or received notice of the waiver shall not be adversely affected.