Common use of Continuation and Reconstitution Clause in Contracts

Continuation and Reconstitution. A. Upon the occurrence of an event described in Section 8.01A(ii), (iii), or (iv), any remaining General Partner and any substitute General Partner shall be obligated to continue the business of the General Partner without dissolution. In the event that, upon the occurrence of such an event, there is no remaining General Partner or substitute General Partner or there is no remaining or substitute General Partner who agrees to continue the business of the Partnership, in breach of the obligation set forth in the preceding sentence, then the Partnership shall be dissolved and its affairs shall be wound up unless, within 90 days after the occurrence of such event, all Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more additional general partners. B. If, upon the occurrence of an event described in Section 8.01A(ii), (iii), or (iv) at a time when there is no remaining or substitute General Partner or there is no remaining or substitute General Partner who agrees to continue the business of the Partnership, in breach of the obligation set forth in the first sentence of Section 6.05A, the Partnership is not continued in accordance with Section 6.05A, then, within an additional 90 days after the period referred to above, the Limited Partners, by Consent of the Limited Partners, may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement (except to the extent that such terms are amended by Consent of the Limited Partners in order to reflect the interests, allocations, fees, benefits, rights, duties, and obligations of the successor general partner) and having as a general partner a Person approved by a Consent of the Limited Partners. Except as amended by Consent of the Limited Partners as aforesaid, the successor general partner shall have all of the rights, duties, and obligations of the former General Partner and shall have a 1% interest in the Net Profits, Net Losses, Gains, Losses, Cash Available for Distribution, Capital Receipts, and other allocations and distributions. Upon any such Consent of the Limited Partners, all Partners shall be bound thereby and shall be deemed to have approved thereof. Unless such an election is made within 180 days after the occurrence of an event described in such Section, the Partnership shall continue only activities necessary to wind up its affairs. If such an election is so made within 180 days after the occurrence of such an event, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 2.04 unless earlier dissolved in accordance with terms of this Agreement; (ii) if the successor general partner is not the former General Partner, then, subject to Section 6.04, the interest of the former General Partner shall be treated thenceforth as a limited partner interest; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to this Agreement; provided that the action of the Limited Partners, by Consent of the Limited Partners, to approve a successor general partner and to reconstitute and to continue the business of the Partnership, as provided in this Section 6.05B (which actions shall not be taken and such reconstitution shall not be effective until 15 days following such vote), shall be void ab initio if prior to or within 15 days after such vote either: (A) the Partnership shall have received an opinion of counsel, satisfactory to the Limited Partners as provided in Section 10.02C, that such action may not be effected without adversely affecting the liability of the Limited Partners under the Act or a court having jurisdiction over the matter shall have entered a judgment subject to no further appeal to such effect; or (B) the Partnership shall have received an opinion of counsel, satisfactory to the Limited Partners as provided in Section 10.02C, that such action may not be effected without changing the Partnership's status as a partnership for federal income tax purposes, or a court having jurisdiction over the matter shall have entered a judgment subject to no further appeal to such effect, or the IRS shall have issued a ruling to such effect. ARTICLE SEVEN

Continuation and Reconstitution. A. Upon the occurrence of an event described in Section 8.01A(ii), (iii), or (iv), any remaining General Partner and any substitute General Partner shall be obligated to continue the business of the General Partner Partnership without dissolution. In the event that, upon the occurrence of such an event, there is no remaining General Partner or substitute General Partner Partner, or there is no remaining or substitute General Partner who agrees to continue the business of the PartnershipPartner, in breach of the obligation set forth in the preceding sentence, who agrees to continue the business of the Partnership in breach of this Agreement, then the Partnership shall be dissolved and its affairs shall be wound up unless, within 90 days after the occurrence of such event, all Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more additional general partners. B. If, upon the occurrence of an event described in Section 8.01A(ii), (iii), or (iv) at a time when there is no remaining or substitute General Partner or there is no remaining or substitute General Partner who agrees to continue the business of the PartnershipPartner, in breach of the obligation set forth in the first sentence of Section 6.05A, who agrees to continue the business of the Partnership in breach of this Agreement, the Partnership is not continued in accordance with Section 6.05A, then, within an additional 90 days after the period referred to above, the Limited Partners, by Consent of the Limited Partners, may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement (except to the extent that such terms are amended by Consent of the Limited Partners in order to reflect the interests, allocations, fees, benefits, rights, duties, and obligations of the successor general partner) and having as a general partner a Person approved by a Consent of the Limited Partners. Except as amended by Consent of the Limited Partners as aforesaid, the successor general partner shall have all of the rights, duties, and obligations of the former General Partner and shall have a 1% interest in the Net Profits, Net Losses, Gains, Losses, Cash Available for Distribution, Capital Receipts, and other allocations and distributions. Upon any such Consent of the Limited Partners, all Partners shall be bound thereby and shall be deemed to have approved thereof. Unless such an election is made within 180 days after the occurrence of an event described in such Section, the Partnership shall continue only activities necessary to wind up its affairs. If such an election is so made within 180 days after the occurrence of such an event, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 2.04 unless earlier dissolved in accordance with the terms of this Agreement; (ii) if the successor general partner is not the former General Partner, then, subject to Section 6.04, the interest of the former General Partner shall be treated thenceforth as a limited partner interest; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to this Agreement; provided that the action of the Limited Partners, by Consent of the Limited Partners, to approve a successor general partner and to reconstitute and to continue the business of the Partnership, as provided in this Section 6.05B (which actions shall not be taken and such reconstitution shall not be effective until 15 days following such vote), shall be void ab initio if prior to or within 15 days after such vote either: (A) the Partnership shall have received an opinion of counsel, satisfactory to the Limited Partners as provided in Section 10.02C, that such action may not be effected without adversely affecting the liability of the Limited Partners under the Act or a court having jurisdiction over the matter shall have entered a judgment subject to no further appeal to such effect; or (B) the Partnership shall have received an opinion of counsel, satisfactory to the Limited Partners as provided in Section 10.02C, that such action may not be effected without changing the Partnership's status as a partnership for federal income tax purposes, or a court having jurisdiction over the matter shall have entered a judgment subject to no further appeal to such effect, or the IRS shall have issued a ruling to such effect. ARTICLE SEVEN

Continuation and Reconstitution. A. Upon the occurrence of an event described in Section 8.01A(ii), (iii), or (iv), any remaining General Partner and any substitute General Partner shall be obligated to continue the business of the General Partner Partnership without dissolution. In the event that, upon the occurrence of such an event, there is no remaining General Partner or substitute General Partner or there is no the sole remaining or substitute General Partner who agrees fails to continue the business of the Partnership, Partnership in breach of the obligation set forth in the preceding sentencethis Agreement, then the Partnership shall be dissolved and its affairs shall be wound up unless, within 90 days after the occurrence of such event, all Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more additional general partners. B. If, upon the occurrence of an event described in Section 8.01A(ii), (iii), or (iv) at a time when there is no remaining or substitute General Partner or there is no the sole remaining or substitute General Partner who agrees fails to continue the business of the Partnership, Partnership in breach of the obligation set forth in the first sentence of Section 6.05Athis Agreement, the Partnership is not continued in accordance with Section 6.05A, then, within an additional 90 days after the period referred to above, the Limited Partners, by Consent of the Limited Partners, may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement (except to the extent that such terms are amended by Consent of the Limited Partners in order to reflect the interests, allocations, fees, benefits, rights, duties, and obligations of the successor general partner) and having as a general partner a Person approved by a Consent of the Limited Partners. Except as amended by Consent of the Limited Partners as aforesaid, the successor general partner shall have all of the rights, duties, and obligations of the former General Partner and shall have a 1% interest in the Net Profits, Net Losses, Gains, Losses, Cash Available for Distribution, Capital Receipts, and other allocations and distributions. Upon any such Consent of the Limited Partners, all Partners shall be bound thereby and shall be deemed to have approved thereof. Unless such an election is made within 180 days after the occurrence of an event described in such Section, the Partnership shall continue only activities necessary to wind up its affairs. If such an election is so made within 180 days after the occurrence of such an event, then: (i) the reconstituted Partnership shall continue until the end of the term set forth in Section 2.04 unless earlier dissolved in accordance with the terms of this Agreement; (ii) if the successor general partner is not the former General Partner, then, subject to Section 6.04, the interest of the former General Partner shall be treated thenceforth as a limited partner interest; and (iii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to this Agreement; provided that the action right of the Limited Partners, by Consent of the Limited Partners, to approve a successor general partner and to reconstitute and to continue the business of the Partnership, as provided in this Section 6.05B (which actions shall not be taken and such reconstitution shall not be effective until 15 days following such vote)6.05B, shall be void ab initio if prior to or within 15 days after such vote either: (A) the Partnership shall have received an opinion of counsel, satisfactory to the Limited Partners as provided in Section 10.02C, that such action may not be effected without adversely affecting the liability of the Limited Partners under the Act or a court having jurisdiction over the matter shall have entered a judgment subject to no further appeal to such effect; or (B) the Partnership shall have received an opinion of counsel, satisfactory to the Limited Partners as provided in Section 10.02C, that such action may not be effected without changing the Partnership's status as a partnership for federal Federal income tax purposes, or a court having jurisdiction over the matter shall have entered a judgment subject to no further appeal to such effect, effect or the IRS shall have issued a ruling to such effect. ARTICLE SEVEN