Avoidance of Dissolution Sample Clauses
Avoidance of Dissolution. In the event that all Partners but one withdraw from the Partnership, the remaining Partner may act to admit an Additional Partner as a General Partner or Limited Partner, as the case may be, prior to the date of withdrawal of the penultimate Partner so as to avoid dissolution of the Partnership. In the event that all Limited Partners withdraw from the Partnership, the remaining General Partner(s) may act to admit an Additional Partner that is a Limited Partner, or convert a portion of their Partner Interest(s) to that of a Limited Partner, prior to the date of withdrawal of the last Limited Partner, so as to avoid dissolution as a limited partnership.
Avoidance of Dissolution. (a) In the event of the service of notice of dissolution of the Partnership pursuant to Section 9.1(viii) hereof, the Partner upon which such notice is served (the “Dissenting Partner”) may, by notice in writing to the other Partner (the “Dissolving Partner”) within twenty (20) days after service of notice of dissolution, elect to make within seventy (70) days after such service a capital contribution to the Partnership in the amount hereinafter specified. Upon receipt by the Partnership of the contribution such notice of dissolution shall be automatically rescinded, and the Partnership shall not then be dissolved. The amount of the capital contribution required to avoid dissolution pursuant to this section shall be that amount required to increase the invested capital of the Dissenting Partner above thirty-three percent (33%) of the aggregate invested capital of the Partners. If the capital contribution required to avoid dissolution pursuant to this section shall not have been made within seventy (70) days after service of the notice of dissolution, the Partner failing to avoid dissolution shall be required to deliver within ten (10) days after the expiration of the seventy (70) day period the notice constituting an Initial Offer under Section 8.3, provided that if such offer shall not be accepted with the period prescribed in such Section 8.3 or the Partners do not reach an agreement on any modification of its terms as contemplated by the procedures set forth in Section 8.3(b), the Partnership shall be dissolved in accordance with Section 9.2 hereof.
(b) In the event of the occurrence of an event giving rise to dissolution pursuant to Section 9.1(iv) or 9.1(vii) related to an act, omission or condition of a Partner, the Partner which did not cause such occurrence by reason of any act, omission or condition may by notice in writing to the other Partner within twenty (20) days after such act, omission or condition elect to require the other Partner to deliver within ten (10) days thereafter the notice constituting an Initial Offer under Section 8.3, provided that if such offer shall not be accepted within the period prescribed in such Section 8.3 or the Partners do not reach an agreement on any modification of its terms as contemplated by the procedures set forth in Section 8.3(b), the Partnership shall be dissolved in accordance with Section 9.2.
Avoidance of Dissolution. 37 13.4 Winding Down and Liquidation...............................................................38 13.5 Continuance of Partnership.................................................................38