Continuation of the Partnership. The parties hereto agree to continue the Partnership in accordance with the terms of this Agreement. The General Partner, for itself and as agent for the Limited Partners, shall make every reasonable effort to assure that all certificates and documents are properly executed and shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all the requirements for the continuation of the Partnership as a limited partnership under the Act and under all other laws of the State of Delaware or such other jurisdictions in which the General Partner determines that the Partnership may conduct activities. The rights and duties of the Partners shall be as provided herein and, subject to the terms hereof, under the Act.
Continuation of the Partnership. The Partnership was organized as a Delaware limited partnership by the filing of the Certificate of Limited Partnership of the Partnership (the “Certificate”) in the office of the Secretary of State pursuant to the Act on June 9, 2014. The Partners desire to continue the Partnership for the purposes and upon the terms and conditions hereinafter set forth. Except as provided herein, the rights, duties and liabilities of each Partner shall be as provided in the Act.
Continuation of the Partnership. The General Partner and the Limited Partners hereby continue the Partnership as a limited partnership under and pursuant to the Delaware Act.
Continuation of the Partnership. Upon the occurrence of an event described in Section 8.1(b) or Section 8.1(d) of this Agreement, the Partnership shall be deemed to be dissolved and reconstituted if, (a) there remains at least one general partner, in which case the business of the Partnership may be carried on by the remaining general partner (or general partners), or (b) within 90 days after such event, all of the remaining Partners (i) elect in writing to continue the business of the Partnership and, (ii) to the extent that they desire or if there are no remaining general partners, agree to the appointment, effective as of the date of withdrawal of the General Partner, or one or more new general partners. If the remaining general partners, if any, do not elect to carry on the business of the Partnership, or if no election to continue the Partnership is made by all remaining Partners within 90 days of the event of dissolution, the Partnership shall conduct only activities necessary to wind up its affairs. If an election to continue the Partnership is made upon the occurrence of an event described in Section 8.1(b) or Section 8.1(d) of this Agreement, then:
(a) the Partnership shall be deemed to be reconstituted and shall continue until the end of the term for which it is formed unless earlier dissolved in accordance with this Article VIII;
(b) the interest of the former General Partner shall be treated thenceforth as the interest of a Limited Partner and converted in the manner provided in Section 7.2(b) of this Agreement; and
(c) all necessary steps shall be taken to amend or restate this Agreement and the Certificate of Limited Partnership, and the successor General Partner may for this purpose exercise the power of attorney granted pursuant to Section 11.12 of this Agreement.
Continuation of the Partnership. Notwithstanding anything to the contrary contained herein, the death, retirement, resignation, expulsion, bankruptcy, dissolution or removal of a Partner shall not in and of itself cause the dissolution of the Partnership, and the Partners are expressly authorized to continue the business of the Partnership in such event, without any further action on the part of the Partners.
Continuation of the Partnership. The General Partner, for itself and as agent for the Limited Partner, shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all the requirements for the continuation and operation of the Partnership as a limited partnership under the Act and under all other laws of the State of Ohio and such other jurisdictions in which the General Partner determines that the Partnership may conduct business. The Limited Partner shall promptly execute all relevant certificates and other documents as the General Partner shall request. The rights and duties of the Partners shall be as provided in the Act except as modified by this Agreement.
Continuation of the Partnership. The Partners hereby waive their right of partition and agree, that except as provided in Section 9.7, they shall not do anything that would terminate the Partnership prior to the expiration of its term without the prior Consent of the Limited Partners. Upon the bankruptcy, dissolution, liquidation, withdrawal, death, retirement or insanity of any General Partner (a "Disabling Event"), or any other event of dissolution under the Act, within 90 days thereafter, all of the remaining Partners (or, to the extent permitted under the Act, such lesser number or percentage of the Partners, but in no event less than a majority-in-interest of the remaining Partners) may (a) elect to reconstitute the Partnership and continue its business, and (b) in the case of an event as a result of which there is no longer a party serving as general partner of the Partnership, select a substitute General Partner, which substitute General Partner accepts such election and agrees to serve as General Partner. Such successor General Partner shall thereupon succeed to the rights and obligations of the General Partner as provided in Section 9.1. A General Partner which has suffered a Disabling Event shall automatically be converted to a Limited Partner having none of the voting rights or privileges provided hereunder for the election to reconstitute the Partnership as provided above.
Continuation of the Partnership. Notwithstanding the provisions of Section 14(c) hereof, the occurrence of an Event of Withdrawal of a General Partner shall not dissolve the Partnership if at such time there are one or more remaining General Partners and any one or more of such remaining General Partners continue the business of the Partnership (any and all such remaining General Partners being hereby authorized to continue the business of the Partnership without dissolution). If upon the occurrence of an Event of Withdrawal of a General Partner there shall be no remaining General Partner (or if no remaining General Partner elects to continue the business of the Partnership as provided in the preceding sentence), the Partnership nonetheless shall not be dissolved and shall not be required to be wound up if, within ninety (90) days after the occurrence of such event of withdrawal, all remaining Partners agree in writing to continue the business of the Partnership and, if necessary or desired, to the appointment, effective as of the date of withdrawal, of one or more additional General Partners.
Continuation of the Partnership. The Partners hereby agree to continue the Partnership as a general partnership under and pursuant to the Uniform Partnership Act of the State of California (the "Act") as the same is now or hereafter amended. The Partners --- shall promptly execute, and the Managing General Partner shall promptly cause to be filed with the proper offices, any certificate or amendments thereto required by the Act or any other applicable partnership act, fictitious name act, or similar statute in effect, or for any reasonable purpose.
Continuation of the Partnership. If the Partnership is terminated pursuant to clauses 11.1.1 or 11.1.3, the Partnership may be reconstituted and its business continued pursuant to the unanimous written consent of all Limited Partners, electing to continue the Partnership and electing a new General Partner, which consent must be obtained within 60 days after all Partners have been notified of the event of termination, whereupon the existing General Partner, if the Partnership is terminated pursuant to the provisions of clause 11.1.1 as a result of the bankruptcy, insolvency, dissolution or liquidation of the General Partner or pursuant to the provisions of clause 11.1.3 shall cease to be the General Partner and shall not be entitled to any compensation whatsoever as a result of the cessation of its entitlement to the General Partner's Share after receipt by it of all payments to which the General Partner is entitled up to the date of its ceasing to be the General Partner under clauses 7.4 and 7.8.
