Common use of Continuation of Partnership Clause in Contracts

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 If the business of the Partnership is continued, the interest of the General Partner that has withdrawn will be converted to that of a Limited Partner unless the General Partner remains the General Partner.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. (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 '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.