Common use of Election to Continue the Partnership Clause in Contracts

Election to Continue the Partnership. Upon the occurrence of an event with respect to the General Partner described in Section 4.02(a)(4) of the Act, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners. Following the occurrence of any such event, the Partnership shall not be dissolved and its business shall be continued with the Partnership properties and assets, and such properties and assets shall not be liquidated, if, within ninety (90) days after the occurrence of such event, the Limited Partners unanimously agree in writing to continue the Partnership and to elect a Person to be admitted to the Partnership as successor general partner thereof, who shall be required to assume all of the obligations of the General Partner. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor general partner thereof and the amendment of the Partnership’s Certificate to the extent required by applicable law, the Partnership shall be continued without any further consent or approval of any Partner, in which case the Partnership shall continue to conduct the business of the Partnership with the Partnership’s properties and assets in accordance with, and the Partnership and interests of the Partners shall continue to be governed by, the terms and provisions of this Agreement. If the business of the Partnership is continued pursuant to this Section 11.2, the withdrawing General Partner’s interest in the Partnership shall thereafter be held as an interest of a Limited Partner, and the interest in the Partnership acquired by the successor general partner shall (if acquired from the Partnership) reduce the interests of all other Partners (including the withdrawing General Partner) ratably in relation to their interest in the Partnership prior to such reduction.

Election to Continue the Partnership. Upon To the extent permitted by the DRULPA, upon the occurrence of an event with respect to the General Partner described in Section 4.02(a)(4) of the Act, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners1l.l(b)(2). Following the occurrence of any such event, ill,illorill,the Partnership shall will not be dissolved wound up and its business shall will be continued with the Partnership properties and assetscontinued, and such properties its prope1ties and assets shall will not be liquidated, if, within ninety 90 days (90or such longer period permitted by law) days after the occurrence of such event, the a Supermajority of Limited Partners unanimously agree in writing to continue the Partnership and and, if there is no remaining general partner of the Partnership, to elect a Person to be admitted to the Partnership as successor general partner thereof, who shall will be required to acquire at least a one-tenth of one percent (0.1%) interest in the capital, profits and losses of the Partnership and assume all of the obligations of the General Partner. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor general partner thereof and the amendment of the Partnership’s Certificate 's Ce1tificate to the extent required by applicable law, the Partnership shall will be continued without any further consent or approval of any Partner, in which case the Partnership shall will continue to conduct the business of the Partnership with the Partnership’s 's properties and assets in accordance with, and the Partnership and interests of the Partners shall will continue to be governed by, the terms and provisions of this Agreement. If the business of the Partnership is continued pursuant to this Section 11.2, the any withdrawing General Partner’s 's interest in the Partnership shall thereafter be held as an converted into the interest of a Limited Partner, and the interest in the Partnership acquired by the successor general partner shall will (if acquired from the Partnership) reduce the interests of all other Partners (including the withdrawing General Partner) ratably in relation to their interest in the Partnership prior to such reduction.

Election to Continue the Partnership. Upon To the extent permitted by the DRULPA, upon the occurrence of an event with respect to the General Partner described in Section 4.02(a)(411.1(b)(2), (3), (4) of the Act, the General Partner shall, within thirty or (30) days thereafter, provide written notice thereof to each of the Partners. Following the occurrence of any such event5), the Partnership shall will not be dissolved wound up and its business shall will be continued with the Partnership properties and assetscontinued, and such its properties and assets shall will not be liquidated, if, within ninety 90 days (90or such longer period permitted by law) days after the occurrence of such event, the a Supermajority of Limited Partners unanimously agree in writing to continue the Partnership and and, if there is no remaining general partner of the Partnership, to elect a Person to be admitted to the Partnership as successor general partner thereof, who shall will be required to acquire at least a one-tenth of one percent (0.1%) interest in the capital, profits and losses of the Partnership and assume all of the obligations of the General Partner. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor general partner thereof and the amendment of the Partnership’s Certificate to the extent required by applicable law, the Partnership shall will be continued without any further consent or approval of any Partner, in which case the Partnership shall will continue to conduct the business of the Partnership with the Partnership’s properties and assets in accordance with, and the Partnership and interests of the Partners shall will continue to be governed by, the terms and provisions of this Agreement. If the business of the Partnership is continued pursuant to this Section 11.2, the any withdrawing General Partner’s interest in the Partnership shall thereafter be held as an converted into the interest of a Limited Partner, and the interest in the Partnership acquired by the successor general partner shall will (if acquired from the Partnership) reduce the interests of all other Partners (including the withdrawing General Partner) ratably in relation to their interest in the Partnership prior to such reduction.. LPA | 45