Common use of Continuation of Business of Partnership after Dissolution Clause in Contracts

Continuation of Business of Partnership after Dissolution. Upon dissolution of the Partnership in accordance with Section 14.1(b) and a failure of all Partners to agree to continue the business of the Partnership and to approve a successor General Partner as provided in Section 14.1 or upon a dissolution of the Partnership in accordance with Section 14.1(d), then within an additional ninety (90) days, a Majority Interest may elect to reconstitute the Partnership and to continue its business on the same terms and conditions set forth in this Agreement by forming a new partnership on terms identical to those set forth in this Agreement and having as its General Partner a Person elected by a Majority Interest. Upon any such election by a Majority Interest, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within one hundred eighty (180) days after dissolution, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is made within one hundred eighty (180) days after dissolution, then: (a) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 unless earlier dissolved in accordance with this Article XIV; (b) if the successor General Partner is not the former General Partner, then Section 13.1(c) shall apply; and (c) to the extent required by law, 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 in Section 1.4; provided that the right of a Majority Interest to select a successor General Partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner or cause either the Partnership or the reconstituted Partnership to be treated as an association taxable as a corporation for federal income tax purposes.

Continuation of Business of Partnership after Dissolution. Upon dissolution of the Partnership in accordance with Section 14.1(b16.1(d) and a failure of all Partners to agree to continue the business of the Partnership and to approve a successor Managing General Partner within 90 days following such dissolution as provided in Section 14.1 or upon a dissolution of (to the Partnership in accordance with Section 14.1(dextent such procedure is available), then within an additional ninety (90) days, a Majority Interest may elect to reconstitute the Partnership and to continue its business on the same terms and conditions set forth in this Agreement by forming a new partnership on terms identical to those set forth in this Agreement and having as its General Partner managing general partner a Person elected by a Majority Interest. Upon any such election by a Majority Interest, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within one hundred eighty (180) 180 days after dissolution, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is made within one hundred eighty (180) 180 days after dissolution, dissolution then: (ai) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 1.6 unless earlier dissolved in accordance with this Article XIV16; (bii) if the successor General Partner managing general partner is not the former Managing General Partner, then Section 13.1(c14.1(d) shall apply; and (ciii) to the extent required by law, 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 partnershippartnership on identical terms and conditions, and the successor General Partner managing general partner may for this purpose exercise the powers of attorney granted in Section 1.41.5; provided provided, that the right of a Majority Interest to select a successor General Partner managing general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised exercised, unless the Partnership has received an Opinion of Counsel that the exercise of the such right would not result in the loss of limited liability of any Limited Partner or cause either the Partnership or the reconstituted Partnership to be treated as a corporation or as an association taxable as a corporation for federal income tax purposes.