Common use of Continuation of Partnership upon Certain Events Clause in Contracts

Continuation of Partnership upon Certain Events. (a) Upon the occurrence of any event or events provided in Section 8.2(a) of this Agreement with respect to less than all the General Partner(s) (if there is then more than one General Partner), the remaining General Partner(s) shall immediately send Notice of such event to the Limited Partners, and such remaining General Partner(s) may then elect, within 30 days after the occurrence of such event, to continue the business of the Partnership in accordance with the terms of this Agreement; provided, however, that counsel to the Partnership determines that such continuation would not result in the Partnership being classified for federal income tax purposes as an association taxable as a corporation and not as a partnership. If the remaining General Partner does not so elect, the Limited Partners may Consent, within sixty (60) days after receipt of Notice of such event, to reconstitute the Partnership and continue its business in accordance with the terms of this Agreement and with the new General Partner or the remaining General Partner selected by the Limited Partners. (b) Upon the occurrence of any event or events provided in Section 8.2(a) of this Agreement with respect to a sole General Partner, the Limited Partners shall have the right to continue the business of the Partnership in accordance with the terms of this Agreement upon the selection, by a Majority in Interest of the Limited Partners within ninety (90) days of such occurrence, of a substitute General Partner and upon such substitute General Partner executing this Agreement and an amendment to the Certificate and agreeing to be bound by all of the terms and provisions hereof; provided, however, that counsel to the Partnership determines that such continuation would not result in the Partnership being classified for federal income tax purposes as an association taxable as a corporation and not as a partnership.