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.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Trump Hotels & Casino Resorts Inc), Limited Partnership Agreement (Trump Donald J), Limited Partnership Agreement (Trump Hotels & Casino Resorts Funding Inc)
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 Notwithstanding Section 8.5(a), upon the bankruptcy, dissolution, liquidation, withdrawal, death, retirement or insanity occurrence of any General Partner (a "Disabling Event"), or the Partnership shall not be dissolved and required to be wound up in connection with any other such event of dissolution under if (A) at the Act, within 90 days thereafter, all time of the remaining Partners (or, to the extent permitted under the Act, occurrence of 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 at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, select or (B) within 90 days after the occurrence of such event, a substitute General PartnerMajority-in-Interest of the Limited Partners agree in writing or vote to continue the business of the Partnership and to the appointment, effective as of the date of such event, if required, of one or more additional general partners of the Partnership, 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 continue the Partnership as provided above.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Trump Plaza Associates), Agreement of Limited Partnership (Trump Entertainment Resorts Holdings Lp)