Duration and Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following: (a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act; and (b) the determination of the General Partner to dissolve the Partnership. Except as provided in this Agreement, the death, Disability, resignation, expulsion, bankruptcy or dissolution of any Partner or the occurrence of any other event which terminates the continued participation of any Partner in the Partnership shall not cause the Partnership to be dissolved or its affairs wound up; provided, however, that at any time after the bankruptcy of the General Partner, the holders of a majority of the outstanding Class B Common Units may, pursuant to prior written consent to such effect, replace the General Partner with another Person, who shall, after executing a written instrument confirming such Person’s agreement to be bound by all the terms and provisions of this Agreement, (i) become a successor General Partner for all purposes hereunder, (ii) be vested with the powers and rights of the replaced General Partner, and (iii) be liable for all obligations and responsible for all duties of the replaced General Partner from the date of such replacement.
Appears in 29 contracts
Sources: Limited Partnership Agreement, Agreement of Limited Partnership, Governance Agreement (Och-Ziff Capital Management Group LLC)
Duration and Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act; and
(b) the determination of the General Partner to dissolve the Partnership. Except as provided in this Agreement, the death, Disability, resignation, expulsion, bankruptcy or dissolution of any Partner or the occurrence of any other event which terminates the continued participation of any Partner in the Partnership shall not cause the Partnership to be dissolved or its affairs wound up; provided, however, that at any time after the bankruptcy of the General Partner, the holders of a majority of the outstanding Class B Common Units may, pursuant to prior written consent to such effect, replace the General Partner with another Person, who shall, after executing a written instrument confirming such Person’s 's agreement to be bound by all the terms and provisions of this Agreement, (i) become a successor General Partner for all purposes hereunder, (ii) be vested with the powers and rights of the replaced General Partner, and (iii) be liable for all obligations and responsible for all duties of the replaced General Partner from the date of such replacement.
Appears in 3 contracts
Sources: Agreement of Limited Partnership (Och Daniel), Limited Partnership Agreement (Och Daniel), Agreement of Limited Partnership (Och Daniel)
Duration and Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act; and
(b) the determination of the General Partner to dissolve the Partnership. Except as provided in this Agreement, the death, Disability, resignation, expulsion, bankruptcy or dissolution of any Partner or the occurrence of any other event which terminates the continued participation partnership of any Partner in the Partnership shall not cause the Partnership to be dissolved or its affairs wound up; provided, however, that at any time after the bankruptcy of the General Partner, the holders of a majority of the outstanding Class B A Common Units may, pursuant to prior written consent to such effect, replace the General Partner with another Person, who shall, after executing a written instrument confirming such Person’s 's agreement to be bound by all the terms and provisions of this Agreement, (i) become a successor General Partner for all purposes hereunder, (ii) be vested with the powers and rights of the replaced General Partner, and (iii) be liable for all obligations and responsible for all duties of the replaced General Partner from the date of such replacement.
Appears in 3 contracts
Sources: Limited Partnership Agreement (Fortress Investment Group LLC), Limited Partnership Agreement (Fortress Investment Group LLC), Limited Partnership Agreement (Fortress Investment Group LLC)
Duration and Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the first to occur of the following:
(a) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act; and
(b) the determination of the General Partner to dissolve the Partnership. Except as provided in this Agreement, the death, Disability, resignation, expulsion, bankruptcy or dissolution of any Partner or the occurrence of any other event which terminates the continued participation partnership of any Partner in the Partnership shall not cause the Partnership to be dissolved or its affairs wound up; provided, however, that at any time after the bankruptcy of the General Partner, the holders of a majority of the outstanding Class B A Common Units may, pursuant to prior written consent to such effect, replace the General Partner with another Person, who shall, after executing a written instrument confirming such Person’s agreement to be bound by all the terms and provisions of this Agreement, (i) become a successor General Partner for all purposes hereunder, (ii) be vested with the powers and rights of the replaced General Partner, and (iii) be liable for all obligations and responsible for all duties of the replaced General Partner from the date of such replacement.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Fortress Investment Group LLC), Limited Partnership Agreement (Fortress Investment Group LLC)