Common use of Successor and Predecessor General Partners Clause in Contracts

Successor and Predecessor General Partners. Unless a General Partner has ceased to be a General Partner pursuant to Sections 14.2 and 14.3, the General Partner shall have the right to transfer its business, including a transfer by operation of law, as provided in Section 12.2(C), and any Person continuing the business of the General Partner shall immediately become a General Partner of this Partnership and any successor or reconstituted partnership and shall have the exclusive right to possess Partnership Property to continue the Partnership and shall continue the business of the Partnership pursuant to the terms and provisions of this Agreement without any action or vote of any Person. If the Partnership dissolves because a General Partner ceases to be a General Partner, then this Partnership shall be reformed and reconstituted and its business continued as provided in this Section 14.8, Section 14.9 and Article 15. lf it is necessary or advisable to reform and reconstitute this Partnership and to continue its business, the remaining and successor General Partners shall elect to reform and reconstitute the Partnership and to continue its business. When any Person ceases to be a General Partner under this Agreement or a partner, director or officer of a General Partner, that Person shall continue to have the benefit of any provisions of this Agreement providing for indemnity, exculpation or insurance which protected the Person as a General Partner or a partner, director or officer of a General Partner, or which limited or defined the liability of the Person with respect to activities in which such Person engaged as a General Partner.

Appears in 3 contracts

Samples: Royal Hawaiian Orchards, L.P., Royal Hawaiian Orchards, L.P., Ml Macadamia Orchards L P

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Successor and Predecessor General Partners. Unless a the General Partner has ceased to be a General Partner pursuant to Sections 14.2 and 14.3been dissolved because of its bankruptcy, insolvency, liquidation or incompetency or unless the General Partner shall have the right to transfer its businesshas been removed as a General Partner, including upon dissolution of a transfer by operation of lawGeneral Partner, as provided in Section 12.2(C), and any Person Persons continuing the business of the General Partner so affected shall immediately become a General Partner of this Partnership (and shall become Managing General Partner if the General Partner so affected was the Managing General Partner), and any successor or reconstituted partnership and shall have the exclusive right to possess Partnership Property to continue the Partnership and shall continue the business of the Partnership pursuant to the terms and provisions of this Agreement without any action or vote of any Person. If the Partnership dissolves because any dissolution of a General Partner ceases to be causes a General Partnerdissolution of this Partnership, then this Partnership shall be reformed and reconstituted and its business continued as provided in this Section 14.8Section, Section 14.9 13.5 and Article 1517. lf If it is necessary or advisable to reform and reconstitute this Partnership and to continue its business, the remaining and successor General Partners shall elect to reform and reconstitute the Partnership and to continue its business. When any Person ceases to be a General Partner under this Agreement or a partner, director director, officer or officer stockholder of a General Partner, the Partnership or the Company, that Person shall continue to have the benefit of any provisions of this Agreement providing for indemnity, exculpation or insurance which protected the such Person as a General Partner or a partner, director director, officer or officer stockholder of a General Partner, the Partnership or the Company, or which limited or defined the liability of the Person with respect to activities in which such Person engaged as a General PartnerPerson.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Pope Resources LTD Partnership), Limited Partnership Agreement (Pope Resources LTD Partnership)

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