Common use of Continuation of the Business of the Partnership After Dissolution Clause in Contracts

Continuation of the Business of the Partnership After Dissolution. Upon dissolution of the Partnership in accordance with Section 14.1(b)(2) or Section 14.1(b)(4), and a failure of all Partners to agree to continue the business of the Partnership and appoint a successor Managing General Partner as provided in Section 14.1, then within an additional ninety (90) days, the remaining Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement and having as a Managing General Partner a Person elected by the remaining Partners. Upon any such election, 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 or within ninety (90) days after any event in Section 14.1(b), 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 Managing General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be treated thenceforth as the interest of a Class B Limited Partner in the Partnership; and (c) 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 Managing General Partner may for this purpose exercise the powers of attorney granted to the Managing General Partner pursuant to Section 1.4; provided, that the right of the remaining partners to select a successor Managing General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (i) the exercise of the right would not result in the loss of limited liability of the Limited Partner and (ii) neither the Partnership nor the reconstituted Partnership would be treated as an associations taxable as a corporation for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership in accordance with Section 14.1(b)(2) following an Event of Withdrawal caused by the withdrawal or Section 14.1(b)(4), and a failure of all Partners to agree to continue the business removal of the Partnership and appoint a successor Managing General Partner as provided in Section 14.111.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing Partner pursuant to Section 11.1 or 11.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an additional ninety event -52- Alliance Resource Operating Partners, L.P. 58 constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (90v) daysor (vi) of the MLP Agreement, then, to the remaining maximum extent permitted by law, within 180 days thereafter, all of the Limited Partners may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a Managing General Partner managing general partner a Person elected approved by a majority in interest of the remaining Limited Partners. In addition, upon dissolution of the Partnership pursuant to Section 12.1(f), if the MLP is reconstituted pursuant to Section 12.2 of the MLP Agreement, the reconstituted MLP may, within 180 days after such event of dissolution, acting alone, regardless of whether there are any other Limited Partners, elect to reconstitute the Partnership in accordance with the immediately preceding sentence. Upon any such electionelection by the Limited Partners or the MLP, as the case may be, all Partners shall be bound thereby and shall be deemed to have consented theretoapproved same. Unless such an election is made within one hundred eighty (180) days after dissolutionthe applicable time period as set forth above, 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 or within ninety (90) days after any event in Section 14.1(b)so made, then: (a) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 2.7 unless earlier dissolved in accordance with this Article XIVXII; (b) if the successor Managing General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be treated thenceforth purchased by the successor Managing General Partner or converted into Common Units as the interest of a Class B Limited Partner provided in the PartnershipMLP Agreement; and (c) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file, a new partnership agreement and certificate of limited partnership, and the successor Managing General Partner may for this purpose exercise the powers power of attorney granted to the Managing General Partner pursuant to Section 1.42.6; provided, that the right of the remaining partners to select approve a successor Managing General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (ix) the exercise of the right would not result in the loss of limited liability of the Limited Partner Partners or any limited partner of the MLP and (iiy) neither the Partnership Partnership, the reconstituted limited partnership, the MLP nor the reconstituted Partnership Operating Subsidiary would be treated as an associations association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (i) dissolution of the Partnership in accordance with Section 14.1(b)(2) following an Event of Withdrawal caused by the withdrawal or Section 14.1(b)(4), removal of the General Partner and a failure of all the requisite number of Partners to agree to continue the business of the Partnership and appoint a successor Managing General Partner as provided in Section 14.113.1 or 13.2, as the case may be, then within an additional ninety 90 days or (90ii) daysdissolution of the Partnership upon an event constituting an Event of Withdrawal described in Section 13.1(a)(iv), then within 180 days thereafter, at least a majority of the remaining Partners Outstanding Units may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a Managing General Partner general partner a Person elected approved by the remaining Partnersholders of at least a majority of the Outstanding Units. Upon any such electionelection by the holders of at least a majority of the outstanding Units, all Partners shall be bound thereby and shall be deemed to have consented theretoapproved thereof. Unless such an election is made within one hundred eighty (180) days after dissolutionwith the applicable time period as set forth above, 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 or within ninety (90) days after any event in Section 14.1(b)so made, 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 Managing General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be treated thenceforth as the interest of a Class B Limited Partner and converted into Class A Common Units in the Partnershipmanner provided in Section 13.3(b); and (c) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor Managing General Partner general partner may for this purpose exercise the powers of attorney granted to the Managing General Partner pursuant to Section 1.4; provided, provided that the right of the remaining partners at least a majority of Outstanding Units to select approve a successor Managing General Partner general partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (ix) the exercise of the right would not result in the loss of limited liability of the any Limited Partner and (iiy) neither the Partnership nor Partnership, the reconstituted Partnership limited partnership nor any Operating Subsidiary would be treated as an associations become taxable as a corporation or otherwise be taxed as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership in accordance with Section 14.1(b)(2) following an Event of Withdrawal caused by the withdrawal or Section 14.1(b)(4), and a failure of all Partners to agree to continue the business removal of the Partnership and appoint a successor Managing General Partner as provided in Section 14.113.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing Partner pursuant to Section 13.1 or 13.2, then within 90 days thereafter or (b) dissolution of the Partnership upon an additional ninety event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (90v) daysor (vi), then within 180 days thereafter, a majority of the remaining Partners Outstanding Common Units may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a Managing General Partner the successor general partner a Person elected approved by a majority of the remaining PartnersOutstanding Common Units. Upon any such electionelection by a majority of the Outstanding Common Units, all Partners shall be bound thereby and shall be deemed to have consented theretoapproved thereof. Unless such an election is made within one hundred eighty (180) days after dissolutionthe applicable time period as set forth above, 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 or within ninety (90) days after any event in Section 14.1(b)so made, then: (ai) 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; (bii) if the successor Managing General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be treated thenceforth as the interest of a Class B Limited Partner and converted into Common Units in the Partnershipmanner provided in Section 13.3(b); and (ciii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor Managing General Partner general partner may for this purpose exercise the powers of attorney granted to the Managing General Partner pursuant to Section 1.4; provided, that the right of the remaining partners a majority of Outstanding Common Units to select approve a successor Managing General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (ix) the exercise of the right would not result in the loss of limited liability of the any Limited Partner and (iiy) neither the Partnership Partnership, the reconstituted limited partnership nor the reconstituted Operating Partnership would be treated as an associations association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (a) dissolution of the Partnership in accordance with Section 14.1(b)(2) following an Event of Withdrawal caused by the withdrawal or Section 14.1(b)(4), and a failure of all Partners to agree to continue the business removal of the Partnership and appoint a successor Managing General Partner as provided in Section 14.113.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing Partner pursuant to Section 13.1 or 13.2, then within 90 days thereafter, or (b) dissolution of the Partnership upon an additional ninety event constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (90v) daysor (vi), then within 180 days thereafter, holders of at least a majority of the remaining Partners Outstanding Units (excluding for purposes of such determination any Units held by the General Partner or its Affiliates) may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as the successor general partner a Managing Person approved by holders of at least a majority of the Outstanding Units (excluding for purposes of such determination any Units held by the General Partner a Person elected by the remaining Partners. Upon any such election, all Partners shall be bound thereby and shall be deemed to have consented theretoor its Affiliates). Unless such an election is made within one hundred eighty (180) days after dissolutionthe applicable time period as set forth above, 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 or within ninety (90) days after any event in Section 14.1(b)so made, then: (ai) 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; (bii) if the successor Managing General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be treated thenceforth as the interest of a Class B Limited Partner dealt with in the Partnershipmanner provided in Section 13.3(b); and (ciii) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor Managing General Partner general partner may for this purpose exercise the powers of attorney granted to the Managing General Partner pursuant to Section 1.4; provided, that the right of the remaining partners holders of at least a majority of Outstanding Units to select approve a successor Managing General Partner and to reconstitute and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (ix) the exercise of the right would not result in the loss of limited liability of the any Limited Partner and (iiv) neither the Partnership nor Partnership, the reconstituted Partnership limited partnership nor any other Group Member would be treated as an associations association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue.

Continuation of the Business of the Partnership After Dissolution. Upon (i) dissolution of the Partnership in accordance with Section 14.1(b)(2) caused by the withdrawal or Section 14.1(b)(4), removal of the General Partner and following a failure of all Partners Partners, within 90 days after the withdrawal or removal of the General Partner, to agree to continue the business of the Partnership and appoint a successor Managing General Partner as provided in Section 14.1Partner, then within an additional ninety 90 days or (90ii) daysdissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 13.l(a)(iv) hereof, then within 180 days thereafter, at least 66 2/3% of the remaining Partners outstanding Units may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a Managing General Partner general partner a Person elected approved by the remaining Partnersholders of at least 66 2/3% of the outstanding Units. Upon any such electionelection by the holders of at least 66 2/3% of the outstanding Units, all Partners shall be bound thereby and shall be deemed to have consented theretoapproved thereof. Unless such an election is made within one hundred eighty (180) days after dissolutionthe applicable time period as set forth above, 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 or within ninety (90) days after any event in Section 14.1(b)so made, then: (a) the reconstituted Partnership shall continue until the end of the term set forth in Section 1.5 hereof unless earlier dissolved in accordance with this Article XIV; (b) if the successor Managing General Partner is not the former Managing General Partner, then the interest of the former Managing General Partner shall be treated thenceforth as the interest interests of a Class B Limited Partner and converted into Units in the Partnershipmanner provided in Section 13.3(b) hereof; and (c) all necessary steps shall be taken to cancel this Agreement and the Certificate of Limited Partnership and to enter into and, as necessary, to file a new partnership agreement and certificate of limited partnership, and the successor Managing General Partner general partner may for this purpose exercise the powers of attorney granted to the Managing General Partner pursuant to Section 1.41.4 hereof; provided, that the right of the remaining partners to select a successor Managing General Partner and to reconstitute and to continue the business holders of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (i) the exercise of the right would not result in the loss of limited liability of the Limited Partner and (ii) neither the Partnership nor the reconstituted Partnership would be treated as an associations taxable as a corporation for federal income tax purposes upon the exercise of such right to continue.at least 66 2/3%