Common use of Continuance of Partnership Clause in Contracts

Continuance of Partnership. Except as provided in Sections 12.1 and 12.2, it is understood and agreed by each of the Partners that the relationship of partnership among them is intended to continue without interruption until such relationship is either specifically dissolved by Super-Majority Vote of the Management Committee or by the occurrence of any event specified in Sections 12.1 or 12.2 as an event of dissolution, and each Partner waives and releases, to the extent permitted by Jaw, its right to dissolve or obtain dissolution of the Partnership in any other manner or for any other reason. In this connection, the Partners agree and intend that the Partnership shall not be dissolved by the admission of a new Partner pursuant to Section 11.4 or by the withdrawal of one or more General Partners, provided that there is at least one remaining General Partner in the Partnership. If, notwithstanding the foregoing understanding, agreements and intentions of the Partners, the Partnership may at any time or from time to time be deemed by operation of Jaw and otherwise than pursuant to Section 12.1 or 12.2 to be dissolved (for example, upon the bankruptcy or withdrawal of a Partner), each of the Partners hereby covenants and agrees with the other Partners as follows: 12.6.1 The business and affairs of the Partnership shall continue without interruption and be carried out by a new partnership (the “Successor Partnership”); 12.6.2 The General Partners and Limited Partner(s) of the Successor Partnership shall be the Persons who were General Partners and Limited Partner(s), respectively, hereunder at the time of such dissolution; 12.6.3 The Successor Partnership and the Partners thereof shall be governed by the terms of this Agreement as if the Successor Partnership were the Partnership; 12.6.4 Each of the Partners covenants and agrees to execute such further agreements, including (without limitation) notes, novation, and accommodations, as may be necessary to continue the business of the Partnership and to protect and perfect any lien or security interest granted by the Partnership; 12.6.5 Each of the Partners waives and releases, to the full extent it may lawfully do so, all rights to a winding up or liquidation of the business of the Partnership, notwithstanding that the dissolution of the Partnership may be caused wrongfully or otherwise in contravention of this Agreement by such Partner or any other Partner, and further notwithstanding that, at the time of such dissolution, such Partner shall be, or be deemed to be or thereby become, a Withdrawn Partner pursuant to this Agreement; and 12.6.6 As used in this Section 12.6, the term “Partnership,” at any point in time, shall mean the Partnership originally formed pursuant to this Agreement or the Successor Partnership which at such time is continuing the business and affairs of the Partnership originally so formed.

Continuance of Partnership. Except as provided in Sections 12.1 and 12.2, it is understood and agreed by each of the Partners that the relationship of partnership among them is intended to continue without interruption until such relationship is either specifically dissolved by Super-Majority Vote of the Management Committee or by the occurrence of any event specified in Sections 12.1 or 12.2 as an event of dissolution, and each Partner waives and releases, to the extent permitted by Jaw, its right to dissolve or obtain dissolution of the Partnership in any other manner or for any other reason. In this connection, the Partners agree and intend that the Partnership shall not be dissolved by the admission of a new Partner pursuant to Section 11.4 or by the withdrawal of one or more General Partners, provided that there is at least one remaining General Partner in the Partnership. If, notwithstanding the foregoing understanding, agreements and intentions Section 11.1 of the Partnersthis Agreement, the Partnership may is at any time or from time to time be deemed by operation of Jaw law and otherwise other than pursuant to Section 12.1 10.1 or 12.2 10.2 to be dissolved (for example, upon the bankruptcy or withdrawal of a Partner)dissolved, each of the Partners hereby covenants and agrees with the other Partners as follows: 12.6.1 (a) The business and affairs of the Partnership shall continue without interruption and be carried out by a new limited partnership (the “Successor Partnership”); 12.6.2 (b) The General Partners and Limited Partner(s) of the Successor Partnership shall be the Persons who were General Partners and Limited Partner(s), ) respectively, hereunder at the time of such dissolution; 12.6.3 (c) The Successor Partnership and the Partners thereof shall be governed by the terms of this Agreement as if the Successor Partnership were the Partnership; 12.6.4 (d) Each of the Partners covenants and agrees to execute such further agreements, including (without limitation) notes, novation, novations and accommodations, as may be necessary to continue the business of the Partnership and to protect and perfect any lien or security interest granted by the Partnership; 12.6.5 (e) Each of the Partners waives and releases, to the full extent it may lawfully do so, all rights to a winding up or liquidation of the business of the Partnership, notwithstanding that the dissolution of the Partnership may be caused wrongfully or otherwise in contravention of this Agreement by such Partner or any other Partner, and further notwithstanding that, at the time of such dissolution, such Partner shall be, or be deemed to be or thereby become, a Withdrawn withdrawing Partner pursuant to this Agreement; and 12.6.6 (f) As used in this Section 12.611.6, the term “Partnership,” at any point in time, shall mean the Partnership originally formed pursuant to this Agreement or the Successor Partnership which at such time is continuing the business and affairs of the Partnership originally so formed.

Continuance of Partnership. Except as provided in Sections 12.1 and 12.2, it is understood and agreed by each of the Partners that the relationship of partnership among them is intended to continue without interruption until such relationship is either specifically dissolved by Super-Majority Vote consent of Partners having 75% or more of the Management Committee total Percentage Interests of the Partners or by the occurrence of any event specified in Sections 12.1 or 12.2 as an event of dissolution, and each Partner waives and releases, to the extent permitted by Jawlaw, its right to dissolve or obtain dissolution of the Partnership in any other manner or for any other reason. In this connection, the Partners agree and intend that the Partnership shall not be dissolved by the admission of a new Partner pursuant to Section 11.4 or by the withdrawal of one or more General Partners, provided that there is at least one remaining General Partner in the Partnership. If, notwithstanding the foregoing understanding, agreements and intentions of the Partners, the Partnership may at any time or from time to time be deemed by operation of Jaw law and otherwise than pursuant to Section 12.1 or 12.2 to be dissolved (for example, upon the bankruptcy or withdrawal of a Partner), each of the Partners hereby covenants and agrees with the other Partners as follows: 12.6.1 The business and affairs of the Partnership shall continue without interruption and be carried out by a new partnership (the “"Successor Partnership”"); 12.6.2 The General Partners and Limited Partner(s) of the Successor Partnership shall be the Persons who were General Partners and Limited Partner(s), respectively, hereunder at the time of such dissolution; 12.6.3 The Successor Partnership and the Partners thereof shall be governed by the terms of this Agreement as if the Successor Partnership were the Partnership; 12.6.4 Each of the Partners covenants and agrees to execute such further agreements, including (without limitation) notes, novation, novations and accommodations, as may be necessary to continue the business of the Partnership and to protect and perfect any lien or security interest granted by the Partnership; 12.6.5 Each of the Partners waives and releases, to the full extent it may lawfully do so, all rights to a winding up or liquidation of the business of the Partnership, notwithstanding that the dissolution of the Partnership may be caused wrongfully or otherwise in contravention of this Agreement by such Partner or any other Partner, and further notwithstanding that, at the time of such dissolution, such Partner shall be, or be deemed to be or thereby become, a Withdrawn Partner pursuant to this Agreement; and 12.6.6 As used in this Section 12.6, the term “"Partnership,” " at any point in time, shall mean the Partnership originally formed pursuant to this Agreement or the Successor Partnership which at such time is continuing the business and affairs of the Partnership originally so formed.

Continuance of Partnership. Except as provided in Sections 12.1 13.l and 12.213.2, it is understood and agreed by each of the Partners that the relationship of partnership Partnership among them is intended to continue without interruption until such relationship is either specifically dissolved by Super-Majority Vote the approval of the Management Committee General Partners pursuant to Section 7.5(a), or by the occurrence of any event specified in Sections 12.1 13.1 or 12.2 13.2 as an event of dissolution, and each Partner waives and releases, to the extent permitted by Jawlaw, its right to dissolve or obtain dissolution of the Partnership in any other manner or for any other reason. In this connection, the Partners agree and intend that the Partnership shall not be dissolved by the admission of a new Partner pursuant to Section 11.4 or by the withdrawal of one or more General Partners, provided that there is at least one remaining General Partner in the Partnership. If, notwithstanding the foregoing understanding, agreements and intentions of the Partnersforegoing, the Partnership may at any time or from time to time be deemed by operation of Jaw and otherwise than pursuant to Section 12.1 law, notwithstanding Sections 13.1 or 12.2 13.2, to be dissolved (for example, upon the bankruptcy or withdrawal of a Partner), each of the Partners hereby covenants and agrees with the other Partners as follows: 12.6.1 The (a) the business and affairs of the Partnership shall continue without interruption and be carried out by a new partnership (the “"Successor Partnership”"); 12.6.2 The General Partners and Limited Partner(s(b) the partners of the Successor Partnership shall be the Persons who were General Partners and Limited Partner(s), respectively, hereunder at the time of such dissolution; 12.6.3 The (c) the Successor Partnership and the Partners partners thereof shall be governed by the terms of this Agreement as if the Successor Partnership were the Partnership; 12.6.4 Each (d) each of the Partners covenants and agrees to execute such further agreements, including (without limitation) notes, novation, novations and accommodations, as may be necessary to continue the business of the Partnership and to protect and perfect any lien or security interest granted by the Partnership; 12.6.5 Each of the Partners waives and releases, to the full extent it may lawfully do so, all rights to a winding up or liquidation of the business of the Partnership, notwithstanding that the dissolution of the Partnership may be caused wrongfully or otherwise in contravention of this Agreement by such Partner or any other Partner, and further notwithstanding that, at the time of such dissolution, such Partner shall be, or be deemed to be or thereby become, a Withdrawn Partner pursuant to this Agreement; and 12.6.6 As (e) as used in this Section 12.613.5, the term “"Partnership,” ", at any point in time, shall mean the Partnership originally formed pursuant to this Agreement or the Successor Partnership which at such time is continuing the business and affairs of the Partnership originally so formed.. ARTICLE 14

Continuance of Partnership. Except as provided in Sections 12.1 13.l and 12.213.2, it is understood and agreed by each of the Partners that the relationship of partnership Partnership among them is intended to continue without interruption until such relationship is either specifically dissolved by Super-Majority Vote the approval of the Management Committee General Partners pursuant to Section 7.5(a), or by the occurrence of any event specified in Sections 12.1 13.1 or 12.2 13.2 as an event of dissolution, and each Partner waives and releases, to the extent permitted by Jawlaw, its right to dissolve or obtain dissolution of the Partnership in any other manner or for any other reason. In this connection, the Partners agree and intend that the Partnership shall not be dissolved by the admission of a new Partner pursuant to Section 11.4 or by the withdrawal of one or more General Partners, provided that there is at least one remaining General Partner in the Partnership. If, notwithstanding the foregoing understanding, agreements and intentions of the Partnersforegoing, the Partnership may at any time or from time to time be deemed by operation of Jaw and otherwise than pursuant to Section 12.1 law, notwithstanding Sections 13.1 or 12.2 13.2, to be dissolved (for example, upon the bankruptcy or withdrawal of a Partner), each of the Partners hereby covenants and agrees with the other Partners as follows: 12.6.1 The (a) the business and affairs of the Partnership shall continue without interruption and be carried out by a new partnership (the “"Successor Partnership”"); 12.6.2 The General Partners and Limited Partner(s(b) the partners of the Successor Partnership shall be the Persons who were General Partners and Limited Partner(s), respectively, hereunder at the time of such dissolution; 12.6.3 The (c) the Successor Partnership and the Partners partners thereof shall be governed by the terms of this Agreement as if the Successor Partnership were the Partnership; 12.6.4 Each (d) each of the Partners covenants and agrees to execute such further agreements, including (without limitation) notes, novation, novations and accommodations, as may be necessary to continue the business of the Partnership and to protect and perfect any lien or security interest granted by the Partnership; 12.6.5 Each of the Partners waives and releases, to the full extent it may lawfully do so, all rights to a winding up or liquidation of the business of the Partnership, notwithstanding that the dissolution of the Partnership may be caused wrongfully or otherwise in contravention of this Agreement by such Partner or any other Partner, and further notwithstanding that, at the time of such dissolution, such Partner shall be, or be deemed to be or thereby become, a Withdrawn Partner pursuant to this Agreement; and 12.6.6 As (e) as used in this Section 12.613.5, the term “"Partnership,” ", at any point in time, shall mean the Partnership originally formed pursuant to this Agreement or the Successor Partnership which at such time is continuing the business and affairs of the Partnership originally so formed.