Common use of Dissolution of Partnership Clause in Contracts

Dissolution of Partnership. (a) The Partnership shall be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following events: (i) the sale of the Property; (ii) the written consent of all Partners to dissolve the Partnership; (iii) the occurrence of an event of withdrawal of the General Partner, unless within 90 days after the withdrawal, the Limited Partner elects to continue the business of the Partnership and appointments, effective as of the date of withdrawal, a Substituted General Partner; or (iv) the entry of a decree of judicial dissolution under the Partnership Law. (b) In the event of the dissolution of the Partnership for any reason, the General Partner or, if there are no General Partner, then a liquidating agent or committee appointed by the Limited Partner (the General Partner or such Person or committee so designated hereinafter referred to as the “Liquidator”), shall begin to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including a certificate of dissolution) necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets. (d) Notwithstanding the foregoing, a Liquidator which is not a General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator shall be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by all of the Limited Partners.

Dissolution of Partnership. (a) The Partnership shall be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following events: (i) the sale of the Property; (ii) the written consent unanimous decision of all Partners to dissolve the Partnership; (iiiii) the occurrence of an event of withdrawal a General Partner is dissolved, becomes bankrupt or otherwise ceases to be a general partner under Section 15642 of the Act, unless (x) at the time there is at least one other General Partner and the remaining General Partner or General Partners carry on the business of the Partnership or (y) if at the time there is no remaining General Partner, unless within 90 days after the withdrawal, all of the Limited Partner elects Partners agree in writing to continue the business of the Partnership and appointmentsand, effective as within six months after the General Partner has ceased to be a general partner under Section 15642 of the date of withdrawalAct, a Substituted admit one or more General PartnerPartners; or (iviii) the entry of a decree of judicial dissolution under Section 15682 of the Act; or (iv) any event which would make it unlawful for the business of the Partnership Lawto be carried on; or (v) the sale or other distribution of all of the assets of the Partnership. (b) In the event of the dissolution of the Partnership for any reason, the General Partner remaining in the Partnership, or, if there are no the General PartnerPartner is not remaining, then a liquidating agent or committee appointed by a Majority-in-Interest of the Limited Partner Partners (the General Partner or such Person or committee so designated hereinafter referred to as the “Liquidator”), shall begin to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including a certificate of dissolution) necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets. (d) Notwithstanding the foregoing, a Liquidator which is not a the General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator shall be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by all of the Limited Partners.

Dissolution of Partnership. (a) The Partnership shall be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following events: (i) the sale of the Property; (ii) : the written consent of all Partners any General Partner to dissolve the Partnership; (iii) ; the occurrence of an event of withdrawal of the General PartnerPartner under Section 32.11.160 of the Act, unless if there is no other General Partner and a majority in interest of the remaining Partners fail to agree in writing within 90 days after the withdrawal, the Limited Partner elects withdrawal to continue the business of the Partnership and appointmentsto the appointment, effective as of the date of withdrawal, a Substituted of one or more General PartnerPartners; or (iv) or the entry of a decree of judicial dissolution under Section 32.11.380 of the Partnership LawAct. (b) In the event of the dissolution of the Partnership for any reason, the General Partner Partners remaining in the Partnership, or, if there are no General PartnerPartners remaining, then than a liquidating agent or committee appointed by all of the Limited Partner Partners (the General Partner Partners or such Person or committee Committee so designated hereinafter referred to as the “Liquidator”), shall begin to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner Partners would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including a certificate of dissolution) necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets. (d) Notwithstanding the foregoing, a Liquidator which is not a General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator shall be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by all of the Limited Partners.

Dissolution of Partnership. (a) The Partnership shall be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following events: (i) the sale of the Property; (ii) the written consent of all General Partners to dissolve the Partnership; (iii) the occurrence of an event of withdrawal of the General Partner, unless within 90 days after the withdrawal, the Limited Partner elects to continue the business of the Partnership and appointments, effective as of the date of withdrawal, a Substituted General Partner; or (ivii) the entry of a decree of judicial dissolution under Section 17-802 of the Partnership LawAct. (b) In the event of the dissolution of the Partnership for any reason, the General Partner Partners remaining in the Partnership, or, if there are is no General PartnerPartner remaining, then a liquidating agent or committee appointed by seventy-five percent (75%) in interest of the Limited Partner Partners (the General Partner Partners or such Person or committee so designated hereinafter referred to as the “Liquidator”), shall begin to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner Partners would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including a certificate of dissolution) necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets. (d) Notwithstanding the foregoing, a Liquidator which is not a General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator shall be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by all seventy-five percent (75%) in interest of the Limited Partners.

Dissolution of Partnership. (a) The Partnership shall be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following events: (i) the sale of the Property; (ii) the written consent unanimous decision of all Partners to dissolve the Partnership; (iiiii) the occurrence of an event of withdrawal a General Partner is dissolved, becomes bankrupt or otherwise ceases to be a general partner under Section 15642 of the Act, unless (x) at the time there is at least one other General Partner and the remaining General Partner or General Partners carry on the business of the Partnership or (y) if at the time there is no remaining General Partner, unless within 90 days after the withdrawal, all of the Limited Partner elects Partners agree in writing to continue the business of the Partnership and appointmentsand, effective as within six months after the General Partner has ceased to be a general partner under Section 15642 of the date of withdrawalAct, a Substituted admit one or more General PartnerPartners; or (iviii) the entry of a decree of judicial dissolution under Section 15682 of the Act; or (iv) any event which would make it unlawful for the business of the Partnership Lawto be carried on; or (v) the sale or other distribution of all of the assets of the Partnership. (b) In the event of the dissolution of the Partnership for any reason, the General Partner remaining in the Partnership, or, if there are no the General PartnerPartner is not remaining, then a liquidating agent or committee appointed by a Majority-in-Interest of the Limited Partner Partners (the General Partner or such Person or committee so designated hereinafter referred to as the “Liquidator”), shall begin to wind up the affairs of the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV 4 and V. 5. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditions. (c) The Liquidator shall have all of the rights and powers with respect to the assets and liabilities of the Partnership in connection with the liquidation and termination of the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including a certificate of dissolution) necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assets. (d) Notwithstanding the foregoing, a Liquidator which is not a the General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator shall be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by all of the Limited Partners.

Dissolution of Partnership. (a) The Subject to the Act, the Partnership shall will dissolve and its affairs must be dissolved, wound up and terminated as provided herein upon the occurrence of the earliest of the following eventsof: (i) the sale written election of the Property; (ii) the written consent of all Partners General Partner, in its sole discretion, to dissolve the Partnership; (iii) the occurrence of an event of withdrawal of the General Partner, unless within 90 days after the withdrawal, date of such election all of the Limited Partners agree in writing to continue the business of the Partnership; (ii) the occurrence of any event that results in the General Partner elects ceasing to be the general partner of the Partnership under the Act, provided that the Partnership will not be dissolved and required to be wound up in connection with any such event if (A) at the time of the occurrence of such event there is at least one remaining general partner of the Partnership who is hereby authorized to and does carry on the business of the Partnership, or (B) within 90 days after the occurrence of such event, all of the Limited Partners agree in writing to continue the business of the Partnership and appointmentsto the appointment, effective as of the date of withdrawalsuch event, a Substituted General Partnerif required, of one or more additional general partners of the Partnership; orand (iviii) the entry of a decree of judicial dissolution under Section 8.02 of the Partnership LawAct. (b) In Except as provided in Section 6.1(a) or in the event Act, the death, mental illness, dissolution, termination, liquidation, bankruptcy, reorganization, merger, sale of substantially all of the dissolution stock or assets of or other change in the ownership or nature of a Partner, the admission to the Partnership for any reasonof a new General or Limited Partner, the General withdrawal of a Partner orfrom the Partnership, if there are no General Partner, then or the transfer by a liquidating agent or committee appointed by the Limited Partner (the General Partner or such Person or committee so designated hereinafter referred of his Interest to as the “Liquidator”), shall begin to wind up the affairs of a third party does not cause the Partnership and to liquidate the Partnership’s assets. The Partners shall continue to share all income, losses and distributions during the period of liquidation in accordance with Articles IV and V. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, giving due regard to the activity and condition of the relevant market and general financial and economic conditionsdissolve. (c) The Liquidator shall have all parties agree that irreparable damage would be done to the goodwill and reputation of the rights Partners if any Limited Partner should bring an action in court to dissolve the Partnership. Care has been taken in this Agreement to provide for fair and powers with respect to the assets and liabilities just payment in liquidation of the Partnership in connection with Interests of all Partners. Accordingly, each Limited Partner hereby waives and renounces its right to such a court decree of dissolution or to seek the liquidation and termination appointment by the court of a liquidator for the Partnership that the General Partner would have with respect to the assets and liabilities of the Partnership during the term of the Partnership, and the Liquidator is hereby expressly authorized and empowered to execute and file any and all documents (including a certificate of dissolution) necessary or desirable to effectuate the liquidation and termination of the Partnership and the transfer of any assetsexcept as provided herein. (d) Notwithstanding the foregoing, a Liquidator which is not a General Partner shall not be deemed a Partner in this Partnership and shall not have any of the economic interests in the Partnership of a Partner; and such Liquidator shall be compensated for its services to the Partnership at normal, customary and competitive rates for its services to the Partnership as reasonably determined by all of the Limited Partners.