Common use of Continuation of the Partnership Clause in Contracts

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. Upon the occurrence of an event described in Section 8.1(b) or Section 8.1(d) of this Agreement(d), 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 a Majority Interest (i) elect elects 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 agrees to the appointment, effective as of the date of withdrawal of the General Partner, or of 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(d), then: (a) the 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 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 by Section 7.2(b) of this Agreement); and (c) all All necessary steps shall be taken to amend or restate this Agreement and the Certificate of Limited PartnershipFormation, and the successor General Partner may for this purpose exercise the power of attorney granted pursuant to Section 11.12 of this Agreement11.12.

Continuation of the Partnership. Upon Except as otherwise provided in this Agreement, upon the occurrence of an event described in Section 8.1(b13.1(b)(ii) or Section 8.1(d13.1(b)(iv), if there remains at least one General Partner, the business of the Partnership shall be carried on if the remaining General Partner(s) agree to carry on such business. In all other cases, upon the occurrence of this Agreementan event described in Section 13.1(b), the Partnership shall be deemed to be dissolved and reconstituted if, (a) there remains at least one general partner, in which case the business only if 100% of the Partnership may be carried on by the remaining general partner (or general partners), or (b) within 90 days after such event, all Percentage Interests of the remaining Partners (i) elect in writing to continue the business Partnership within 90 days 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 partnerssuch event. 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 dissolutionsuch event, the Partnership shall conduct only those 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 Agreement13.1(b), then: (a) if there is no remaining General Partner, then within such 90 day period a successor General Partner shall be selected by all of the remaining Partners (if such Partners cannot agree on the selection of a successor General Partner, the Partnership shall be dissolved and liquidated); (b) 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 VIIIXIII; (bc) the interest of the former departing General Partner shall be treated thenceforth automatically admitted to the Partnership as the interest of a Limited Partner and its former Partnership Interest as a General Partner shall be automatically converted to a Limited Partner's Partnership Interest in the manner provided in Section 7.2(b) 12.2 of this the Agreement; and (cd) 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 AgreementCertificate.

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 of 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 Agreement11.12.

Continuation of the Partnership. Upon (a) Except as otherwise provided in this Agreement, upon the occurrence of an event described in Section 8.1(b13.1(b)(i), (b)(ii) or Section 8.1(d) of this Agreement(b)(v), the Partnership shall be deemed to be dissolved and reconstituted if, (a) there remains at least one general partner, in which case the business only if 50.1% of the Partnership may be carried on by the remaining general partner (or general partners), or (b) within 90 days after such event, all Percentage Interests of the remaining Partners (i) elect in writing to continue the business Partnership within 90 days 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 partnerssuch event. 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 dissolutionsuch event, the Partnership shall conduct only those 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(b13.1(b)(i), (b)(ii) or Section 8.1(d) of this Agreement(b)(v), then: (ai) If there is no remaining Managing General Partner as a result of Section 13.1(b)(ii), then within such 90 day period a successor Managing General Partner shall be selected by a Majority Interest (if such Partners cannot agree on the selection of a successor Managing General Partner, the Partnership shall be dissolved and liquidated); (ii) 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 VIIIXIII; (biii) If dissolution occurred pursuant to Section (b)(ii), the interest of the former withdrawn Managing General Partner shall be treated thenceforth automatically admitted to the Partnership as the interest of a Limited Partner and its former Partnership Interest as a Managing General Partner shall be automatically converted to a Limited Partner's Partnership Interest in the manner provided in Section 7.2(b) 12.2 of this the Agreement; and (civ) all All necessary steps shall be taken to amend or restate this Agreement and the Certificate Certificate. (b) Upon an Event of Limited Withdrawal with respect to the General Partner or an Event of Withdrawal other than removal with respect to the Managing General Partner, there shall be no dissolution of the Partnership, and if such dissolution is otherwise mandated by applicable law, the successor General Partner remaining Partners agree that they will be deemed to have unanimously elected to continue the Partnership and the Partnership shall be deemed to be dissolved and reconstituted as may for this purpose exercise the power of attorney granted pursuant to Section 11.12 of this Agreementbe required by applicable law.