Continuation of Partnership Business. (a) Procedure if there is a Remaining General Partner. Upon the Withdrawal of a General Partner, the remaining General Partner or Partners, if any, shall promptly notify the Limited Partners of such Withdrawal. The remaining General Partner or Partners may elect to continue the Partnership business. If such General Partner or Partners so elect, the Limited Partners hereby elect to continue the business of the Partnership. If at any time The Xxxxx Company or a successor General Partner with substantial net worth shall Withdraw as a General Partner, the remaining General Partners or Partner may (but shall not be obligated to), propose for admission a Substitute General Partner or General Partners. Any such proposed Substitute General Partner shall, with the Consent of the other General Partners, and with the Consent of a majority in interest of the Investor Limited Partners, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner. (b) Procedure if there is no Remaining General Partner. If, following the Withdrawal of a General Partner, there is no remaining General Partner or Substitute General Partner, any Investor Limited Partner may notify the other Limited Partners of such circumstances and may propose for admission a Substitute General Partner. Any Substitute General Partner proposed by such Investor Limited Partner pursuant to this Section 9.5(b) shall, with the Consent of a majority in interest of the Investor Limited Partners, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner. If no Substitute General Partner has received the Consent of a majority in interest of the Investor Limited Partners and executed this Agreement within one-hundred eighty (180) days from the date of the last remaining General Partner's Withdrawal, then the Partnership shall thereupon terminate.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Krupp Realty Fund LTD Iii), Agreement of Limited Partnership (Krupp Realty Fund LTD Iii)
Continuation of Partnership Business. (a) Procedure if there is a Remaining General Partner. Upon the Withdrawal of a General Partner, the remaining General Partner or Partners, if any, shall promptly notify the Limited Partners of such Withdrawal. The remaining General Partner or Partners may elect to continue the Partnership business. If such General Partner or Partners so elect, the Limited Partners hereby elect to continue the business of the Partnership. If at any time The Xxxxx Krupp Company Limited Partnership-II or a successor General Partner with substantial xxxxtantial net worth shall Withdraw as a General Partner, the remaining General Partners or Partner may (but shall not be obligated to), propose for admission a Substitute General Partner or General Partners, unless a Substitute General Partner shall have already been proposed by the Investor Limited Partners pursuant to Section 13 hereof. Any such proposed Substitute General Partner shall, with the Consent specific written consent of the other General Partners, and with the Consent of a majority in interest of the Original Limited Partner, and of Investor Limited PartnersPartners holding not less than two-thirds of the Units, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner.
(b) Procedure if there is no Remaining General Partner. If, following the Withdrawal of a General Partner, there is no remaining General Partner or Substitute General Partner, any Investor Limited Partner may notify the other Limited Partners of such circumstances and may propose for admission a Substitute General Partner, unless a Substitute General Partner shall have already been proposed by the Investor Limited Partner pursuant to Section 13 hereof. Any Substitute General Partner proposed by such Investor Limited Partner pursuant to this Section 9.5(b) or Section 13.2 hereof, shall, with the Consent specific written consent of a majority in interest Investor Limited Partners holding not less than two-thirds of the Investor Limited PartnersUnits, become a Substitute General Partner upon his or its execution of this Agreement. Provided that Agreement and may thereupon elect to continue the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General PartnerPartnership business. If no Substitute General Partner has received the Consent consent of a majority in interest of the Investor Limited Partners and holding not less than two-thirds of the Units, executed this Agreement Agreement, and elected to continue the Partnership business within one-hundred eighty (180) days from the date of the last remaining General Partner's Withdrawal, then the Partnership shall thereupon terminateTerminate.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Krupp Realty LTD Partnership V)
Continuation of Partnership Business. (a) Procedure if there If the Partnership is a Remaining General Partner. Upon dissolved pursuant to Section 10.03(d) hereof, such dissolution shall terminate the Withdrawal business of a General Partner, the remaining General Partner or Partners, if any, shall promptly notify Partnership unless the Limited Partners of such Withdrawal. The remaining General Partner or Partners may elect Partnership acts to continue the Partnership businessas follows. If For a period of 180 days from such General Partner or Partners so elect, the Limited Partners hereby elect to continue the business of the Partnership. If at any time The Xxxxx Company or a successor General Partner with substantial net worth shall Withdraw as a General Partnerdissolution, the remaining General Partners or Partner may (but shall not be obligated to)have the right to elect, propose for admission by a Substitute declaration in writing executed by a Majority in Interest of such remaining Partners, to reconstitute the Partnership and continue its business, the successor Managing General Partner of which will be the person or General entity selected by a Majority in Interest of such remaining Partners. Any such proposed Substitute Notwithstanding anything herein to the contrary, the successor Managing General Partner shall, at all times, comply with the Consent of the other General Partners, and with the Consent of a majority in interest of the Investor Limited Partners, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 3.07 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner.
(b) Procedure if there is no Remaining General Partner. If, following In the Withdrawal event of a General Partnerreconstitution of the Partnership hereunder, there is no remaining the former Managing General Partner or Substitute General Partner, any Investor (if in existence) shall become a successor Limited Partner may notify hereunder with the other same Percentage Interest formerly held as Limited Partners of such circumstances Partner (if any) and may propose for admission a Substitute General Partner. Any Substitute as General Partner proposed hereunder, except for the interest (if any) assigned by such Investor Limited the former Managing General Partner to the successor Managing General Partner pursuant to this Section 9.5(b10.04(a) shall, with hereof.
(c) In the Consent event of a majority in interest reconstitution of the Investor Limited PartnersPartnership hereunder, become the person or entity that becomes a Substitute successor Managing General Partner upon his or its execution of hereunder shall execute an addendum to this Agreement. Provided that Agreement creating a new Partnership and agreeing to be bound by all the Consent terms and provisions hereof and to assume all the obligations of a majority in interest Managing General Partner hereunder; provided, however, that nothing contained herein will be interpreted or construed to require any such successor Managing General Partner to assume any liability arising prior to the date on which he, she or it becomes Managing General Partner hereunder or to require the predecessor Managing General Partner to assume any liability (other than as Limited Partner) arising subsequent to the dates on which he, she or it became a Limited Partner.
(d) In the event of a continuation of the Investor Limited Partners is obtained as specified in Section 13 hereofPartnership hereunder, the Investor Limited Partners hereby specifically and unanimously consent to such admission business of a Substitute General Partner. If no Substitute General Partner has received the Consent of a majority in interest of the Investor Limited Partners and executed this Agreement within one-hundred eighty (180) days from the date of the last remaining General Partner's Withdrawal, then the Partnership shall thereupon terminatecontinue and the dissolution shall have no effect thereon.
Appears in 1 contract
Samples: Limited Partnership Agreement (Indigo-Energy, Inc.)
Continuation of Partnership Business. (a) Procedure if there is a Remaining General Partner. Upon the Withdrawal of a General Partner, the remaining General Partner or Partners, if any, shall promptly notify the Limited Partners of such Withdrawal. The remaining General Partner or Partners may elect to continue the Partnership business. If such General Partner or Partners so elect, the Limited Partners hereby elect to continue the business of the Partnership. If at any time The Xxxxx Krupp Company or a successor General Partner with substantial net worth shall Withdraw as a General Partner, the remaining General Partners or Partner may (but shall not be obligated to), propose for admission a Substitute General Partner or General Partners. Any such proposed Substitute General Partner shall, with the Consent of the other General Partners, and with the Consent of a majority in interest of the Investor Limited Partners, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner.
(b) Procedure if there is no Remaining General Partner. If, following the Withdrawal of a General Partner, there is no remaining General Partner or Substitute General Partner, any Investor Limited Partner may notify the other Limited Partners of such circumstances and may propose for admission a Substitute General Partner. Any Substitute General Partner proposed by such Investor Limited Partner pursuant to this Section 9.5(b) shall, with the Consent of a majority in interest of the Investor Limited Partners, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner. If no Substitute General Partner has received the Consent of a majority in interest of the Investor Limited Partners and executed this Agreement within one-hundred eighty (180) days from the date of the last remaining General Partner's Withdrawal, then the Partnership shall thereupon terminate.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Krupp Realty Fund LTD Iii)
Continuation of Partnership Business. (a) Procedure if there is a Remaining General PartnerPROCEDURE IF THERE IS A REMAINING GENERAL PARTNER. Upon the Withdrawal of a General Partner, the remaining General Partner or Partners, if any, shall promptly notify the Limited Partners and Unitholders of such Withdrawal. The remaining General A-28 Partner or Partners may elect to continue the Partnership business. If such General Partner or Partners so elect, the Limited Partners hereby elect to continue the business of the Partnership. If at any time The Xxxxx Company Insured Plus Corp. or a successor General Partner with substantial net worth shall Withdraw as a General Partner, the remaining General Partners or Partner Partner, if any, may (but shall not be obligated to), ) propose for admission a Substitute General Partner or General Partners, unless a Substitute General Partner shall have already been proposed by the Limited Partners pursuant to Section 13 hereof. Any such proposed Substitute General Partner shall, with the Consent specific written consent of the other General Partners, Partner and of the Limited Partners with the Consent of respect to not less than a majority in interest of the Investor Limited PartnersPartner Interests, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner.
(b) Procedure if there is no Remaining General PartnerPROCEDURE IF THERE IS NO REMAINING GENERAL PARTNER. If, following the Withdrawal of a General Partner, there is no remaining General Partner or Substitute General Partner, any Investor Limited Partner may notify the other Limited Partners and Unitholders of such circumstances and may propose for admission a Substitute General Partner, unless a Substitute General Partner shall have already been proposed by the Limited Partners pursuant to Section 13 hereof. Any Substitute General Partner proposed by such Investor Limited Partner Partners pursuant to this Section 9.5(b) or Section 13.2 hereof, shall, with the Consent specific written consent of the Limited Partners with respect to not less than a majority in interest of the Investor Limited PartnersPartner Interests, become a Substitute General Partner upon his or its execution of this Agreement. Provided that Agreement and may thereupon elect to continue the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General PartnerPartnership business. If no Substitute General Partner has received the Consent consent of the Limited Partners with respect to not less than a majority in interest of the Investor Limited Partners and Partner Interests, executed this Agreement Agreement, and elected to continue the Partnership business within one-one hundred eighty (180) days from the date of the last remaining General Partner's Withdrawal, then the Partnership shall thereupon terminate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Krupp Insured Plus Ii LTD Partnership)
Continuation of Partnership Business. (a) Procedure if there is a Remaining General PartnerPROCEDURE IF THERE IS A REMAINING GENERAL PARTNER. Upon the Withdrawal of a General Partner, the remaining General Partner or Partners, if any, shall promptly notify the Limited Partners and Unitholders of such Withdrawal. The remaining General A-28 Partner or Partners may elect to continue the Partnership business. If such General Partner or Partners so elect, the Limited Partners hereby elect to continue the business of the Partnership. If at any time The Xxxxx Company Krupp Insured Plus Corp. or a successor General Partner with substantial net xxx worth shall Withdraw as a General Partner, the remaining General Partners or Partner Partner, if any, may (but shall not be obligated to), ) propose for admission a Substitute General Partner or General Partners, unless a Substitute General Partner shall have already been proposed by the Limited Partners pursuant to Section 13 hereof. Any such proposed Substitute General Partner shall, with the Consent specific written consent of the other General Partners, Partner and of the Limited Partners with the Consent of respect to not less than a majority in interest of the Investor Limited PartnersPartner Interests, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner.
(b) Procedure if there is no Remaining General PartnerPROCEDURE IF THERE IS NO REMAINING GENERAL PARTNER. If, following the Withdrawal of a General Partner, there is no remaining General Partner or Substitute General Partner, any Investor Limited Partner may notify the other Limited Partners and Unitholders of such circumstances and may propose for admission a Substitute General Partner, unless a Substitute General Partner shall have already been proposed by the Limited Partners pursuant to Section 13 hereof. Any Substitute General Partner proposed by such Investor Limited Partner Partners pursuant to this Section 9.5(b) or Section 13.2 hereof, shall, with the Consent specific written consent of the Limited Partners with respect to not less than a majority in interest of the Investor Limited PartnersPartner Interests, become a Substitute General Partner upon his or its execution of this Agreement. Provided that Agreement and may thereupon elect to continue the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General PartnerPartnership business. If no Substitute General Partner has received the Consent consent of the Limited Partners with respect to not less than a majority in interest of the Investor Limited Partners and Partner Interests, executed this Agreement Agreement, and elected to continue the Partnership business within one-one hundred eighty (180) days from the date of the last remaining General Partner's Withdrawal, then the Partnership shall thereupon terminate.
Appears in 1 contract
Samples: Limited Partnership Agreement (Krupp Insured Plus Ii LTD Partnership)
Continuation of Partnership Business. (a) Procedure if there is a Remaining General Partner. Upon the Withdrawal of a General Partner, the remaining General Partner or Partners, if any, shall promptly notify the Limited Partners of such Withdrawal. The remaining General Partner or Partners may elect to continue the Partnership business. If such General Partner or Partners so elect, the Limited Partners hereby elect to continue the business of the Partnership. If at any time The Xxxxx Company Limited Partnership-II or a successor General Partner with substantial net worth shall Withdraw withdraw as a General Partner, the remaining General Partners or Partner may (but shall not be obligated to), propose for admission a Substitute General Partner or General Partners, unless a Substitute General Partner shall have already been proposed by the Investor Limited Partners pursuant to Section 13 hereof. Any such proposed Substitute General Partner shall, shall with the Consent specific written consent of the other General Partners, and with the Consent of a majority in interest of the Original Limited Partner, and of Investor Limited PartnersPartners holding not less than, two-thirds of the Units, become a Substitute General Partner upon his or its execution of this Agreement. Provided that the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General Partner.
(b) Procedure if there is no Remaining General Partner. If, following the Withdrawal of a General Partner, there is no remaining General Partner or Substitute General Partner, any Investor Limited Partner may notify the other Limited Partners of such circumstances and may propose for admission a Substitute General Partner, unless a Substitute General Partner shall have already been proposed by the Investor Limited Partners pursuant to Section 13 hereof. Any Substitute General Partner proposed by such Investor Limited Partner pursuant to this Section 9.5(b) or Section 13.2 hereof, shall, with the Consent specific written consent of a majority in interest Investor Limited Partners holding not less than two-thirds of the Investor Limited PartnersUnits, become a Substitute General Partner upon his or its execution of this Agreement. Provided that Agreement and may thereupon elect to continue the Consent of a majority in interest of the Investor Limited Partners is obtained as specified in Section 13 hereof, the Investor Limited Partners hereby specifically and unanimously consent to such admission of a Substitute General PartnerPartnership business. If no Substitute General Partner has received the Consent consent of a majority in interest of the Investor Limited Partners and holding not less than two-thirds of the Units, executed this Agreement Agreement, and elected to continue the Partnership business within one-hundred eighty (180) days from the date of the last remaining General Partner's Withdrawal, then the Partnership shall thereupon terminate.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Krupp Realty LTD Partnership V)