Continuation of Partnership. The Partners hereby continue the Partnership as a limited partnership pursuant to the provisions of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.
Continuation of Partnership. If the Partnership exercises its option, the Partnership shall not dissolve, wind up and terminate but its business shall be continued if there is a remaining General Partner or, if there is not a remaining General Partner, if the Limited Partners consent in writing to the continuation of the business of the Partnership and to the appointment of a new General Partner effective as of the date of withdrawal of the former General Partner. The interests of the Partners shall be adjusted appropriately to reflect the liquidation of the General Partner's interest and, if applicable, the admission of a new General Partner.
Continuation of Partnership. Except as provided in Section 11, the General Partner agrees to serve as the general partner of the Partnership until the Partnership is dissolved and wound up. Upon the occurrence of any event set forth in Subsection 12.1(d) with respect to any, other than the last remaining, General Partner, the business of the Partnership shall be continued on the terms and conditions of this Agreement by the remaining General Partner, if any. Upon the occurrence of any event set forth in Subsection 12.1(d) with respect to the last remaining General Partner, the business of the Partnership shall be continued on the terms and conditions of this Agreement if, within ninety (90) days after such event, Limited Partners with not less than two-thirds (2/3rds) of the Votes of all Limited Partners shall elect in writing that the business of the Partnership should be continued and shall designate one or more persons to be substituted as general partner(s). In the event that the Limited Partners elect so to continue the Partnership with a new general partner(s), such new general partner(s) shall succeed to all of the powers, privileges and obligations (but not the rights to allocations and distributions) of the last remaining General Partner, and the interest in the Partnership of any person or entity no longer serving as a general partner shall become a limited partner’s interest hereunder in the manner provided in Section 11 (except that for purposes of determining its rights to allocations and distributions under Sections 7 and 8, such interest shall continue to be treated as an interest of a general partner and such interest shall not be diluted or affected in any way, other than proportionately, by the admission of substituted general partner(s)).
Continuation of Partnership. (a) Notwithstanding any other provision of this Agreement to the contrary, upon the occurrence of any event that would result in there being no limited partner in the Partnership, the Partnership shall not dissolve and the General Partner or the personal representative of the last remaining Limited Partner shall agree in writing to continue the business of the Partnership and to the admission of the personal representative of the Limited Partner or its nominee or designee to the Partnership as a limited partner, effective as of the occurrence of the event that caused the last Limited Partner to cease to be a limited partner. Such remaining Limited Partner is hereby authorized to continue the business of the Partnership without dissolution.
(b) Upon the occurrence of any event of withdrawal with respect to the General Partner, the business of the Partnership will be continued if, within 90 calendar days, the Limited Partner elects to continue the business of the Partnership and designates a Person to be the General Partner of the Partnership upon terms consented to the Limited Partner (effective as of the occurrence of the event of withdrawal with respect to the General Partner). If the business of the Partnership is continued, the interest of the General Partner that has withdrawn will be converted to that of a Limited Partner unless the General Partner remains the General Partner. If the Limited Partner fails to continue the Partnership’s business as provided in this subsection, the Partnership will be liquidated under Section 8.5, subject, however, to Sections 5.3, 8.2(a) and 8.7.
Continuation of Partnership. If the Partnership is continued as provided in Section 6.02(a)(i) or (ii), then, as of the date of withdrawal, the General Partner with respect to which an event of withdrawal under Section 6.02 has occurred (or his or its estate or successor in interest) (the "Withdrawing General Partner") shall have none of the powers of a General Partner under this Agreement or applicable law and shall have only the rights and powers of an assignee of a Partner hereunder to share in any Partnership profits, losses, gains, and distributions in accordance with his or its Percentage Interest and shall have no other rights or powers of a Partner hereunder.
Continuation of Partnership. Upon the withdrawal or removal of any General Partner, any successor or additional general partner and any remaining general partner is authorized to and shall carry on the business of the Partnership.
Continuation of Partnership. In the event of the dissolution or withdrawal of the General Partner, all powers granted to the General Partner shall terminate and a new General Partner may be selected within ninety (90) days of the date of dissolution and the business of the Partnership may be continued as a successor limited partnership with the approval of (i) the General Partner and (ii) Limited Partners other than the General Partner holding more than 50% of the Units held by Partners other than the General Partner. If the business of the Partnership is so continued, the successor limited partnership shall be governed by the terms and provisions of this Agreement. If the Partnership is not so continued, the Partnership shall be liquidated in accordance with Article VIII.
Continuation of Partnership. In the event of the timely appointment of a replacement or new General Partner(s) pursuant to this Article 12, the relationship of the Partners shall be governed by the provisions of this Agreement, the Partnership shall be continued, and the replacement or new General Partner(s) shall have all of the management rights, duties, responsibilities, authority and powers provided the General Partner in this Agreement. If the Limited Partners fail to select a replacement or new General Partner(s), whichever the case may be, within ninety (90) days following retirement of the last remaining General Partner, the Partnership shall dissolve and terminate.
Continuation of Partnership. The Partners do hereby agree to continue the Partnership as a general partnership under the Act and pursuant to this Agreement.
Continuation of Partnership. Notwithstanding Section 8.1, the business of the Partnership shall be continued after the adjudication of bankruptcy, insolvency or dissolution, or the resignation or removal of the General Partner if, within ninety (90) days of such adjudication of bankruptcy, insolvency or dissolution, or such resignation or removal, one or more additional general partners shall have been appointed by unanimous consent of all the Limited Partners and such additional appointed general partner or general partners shall have agreed in writing to be bound by all relevant terms of this Agreement.
