Common use of Dissolution Liquidation and Termination of the Partnership Clause in Contracts

Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution ----------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve Partnership assets, until (i) a successor General Partner is elected pursuant to Section 6.5, if the Partnership is reconstituted, or (ii) the Partnership is liquidated pursuant to Section 9.

Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution --------------------------------------------------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve Partnership assets, until (i) a successor General Partner is elected pursuant to Section 6.5, if the Partnership is reconstituted, or (ii) the Partnership is liquidated pursuant to Section 9.

Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution ------------------------------------------------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, provided1 however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition (including, without limitation, a disposition pursuant to Section 3.4B) at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve Partnership assets, until (iI) a successor General Partner is elected pursuant to Section 6.5, if the Partnership is reconstituted, or (ii) the Partnership is liquidated pursuant to Section 9.

Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution ------------------------------------------------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition (including, without limitation, a disposition pursuant to Section 3. 4B) at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii9. 1A(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve Partnership assets, until (i) a successor General Partner is elected pursuant to Section 6.5, if the Partnership is reconstituted, or (ii) the Partnership is liquidated pursuant to Section 9.

Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution -------------------------------------------------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii0.xX(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve Partnership assets, until (i) a successor General Partner is elected pursuant to Section 6.5, if the Partnership is reconstituted, or (ii) the Partnership is liquidated pursuant to Section 9.

Dissolution Liquidation and Termination of the Partnership. Section 9.1 Events Causing Dissolution ------------------------------------------------------------------------------- A. The Partnership shall be dissolved upon the happening of any of the following events: (i) the expiration of its term, without any continuation thereof as set forth in Section 2.3; (ii) the Incapacity of the General Partner; provided, however, within ninety (90) days thereafter the Unit Holders owning more than 50% of the outstanding Units may elect to reconstitute the Partnership prior to application of the liquidation provisions of Section 9.2; (iii) the sale or other disposition (including, without limitation, a disposition pursuant to Section 3.4B) at one time of all or substantially all of the assets of the Partnership existing at the time of such sale; (iv) the election to dissolve the Partnership (a) by the General Partner (which election shall be Consented by the Unit Holders owning more than 50% of the outstanding Units), or (b) by the Consent of Unit Holders owning more than 50% of the outstanding Units; (v) ninety (90) days after the removal or withdrawal of the sole General Partner (unless a successor is elected pursuant to Section 6.5); or (vi) the happening of any other event causing the dissolution of the Partnership under the laws of the State, except that the Incapacity of the Depositary or any Unit Holder shall not dissolve the Partnership and the seizure of the interest of the Depositary shall not dissolve the Partnership. B. Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the General Partner has recorded a notice of dissolution of the Partnership with the office of the Secretary of State of the State and shall have complied with the laws of the other states in which it does business and the assets of the Partnership have been distributed as provided in Section 9.2. C. Nothing contained in this Agreement shall impair, restrict or limit the rights and powers of the Unit Holders under the laws of the State or any other jurisdiction in which the Partnership is doing business to reform and reconstitute themselves as a limited partnership following dissolution of the Partnership either under provisions identical to those set forth herein or under any other provisions. D. If the Partnership is dissolved as a result of an event set forth in Sections 9.1A(ii) or (v), Unit Holders owning more than 50% of the outstanding Units may appoint an interim manager of the Partnership, who shall have and may exercise only the rights, powers and duties of a general partner necessary to preserve Partnership assets, until (i) a successor General Partner is elected pursuant to Section 6.5, if the Partnership is reconstituted, or (ii) the Partnership is liquidated pursuant to Section 9.