Dissolution When General Partner Ceases as Such. A. Except as provided in Section 12.3(c), the Partnership shall not dissolve upon the death, incompetency or withdrawal of the General Partner or any Limited Partner. All Partners specifically agree that the Partnership shall not be dissolved for any reason other than as set forth in Sections 12.1, 12.2 or 12.3(c). B. Upon the death, incompetency or withdrawal of the General Partner, the General Partner's interest shall become that of a Limited Partner with all the rights, duties and obligations of a Limited Partner hereunder. The transferee of the General Partner in the event of death or incompetency shall be admitted as a Substituted Limited Partner. C. In the event of death, incompetency or withdrawal of the General Partner, the Limited Partners shall elect a new General Partner by a fifty-one percent (51%) vote. Each Partner's interest shall be reduced proportionately to the extent of the new General Partner interest. If a new General Partner is not selected within ninety (90) days after the date of death, incompetency or withdrawal, then the Partnership shall be wound up and dissolved.
Appears in 4 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement, Limited Partnership Agreement
Dissolution When General Partner Ceases as Such. A. Except as provided in Section 12.3(c), the Partnership shall not dissolve upon the death, incompetency or withdrawal of the General Partner or any Limited Partner. All Partners specifically agree that the Partnership shall not be dissolved for any reason other than as set forth in Sections 12.1, 12.2 or 12.3(c).
B. . Upon the death, incompetency or withdrawal of the General Partner, the General Partner's interest shall become that of a Limited Partner with all the rights, duties and obligations of a Limited Partner hereunder. The transferee of the General Partner in the event of death or incompetency shall be admitted as a Substituted Limited Partner.
C. . In the event of death, incompetency or withdrawal of the General Partner, the Limited Partners shall elect a new General Partner by a fifty-one percent (51%) vote. Each Partner's interest shall be reduced proportionately to the extent of the new General Partner interest. If a new General Partner is not selected within ninety (90) days after the date of death, incompetency or withdrawal, then the Partnership shall be wound up and dissolved.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Dissolution When General Partner Ceases as Such. A. Except as provided in Section 12.3(c12.3(C), the Partnership shall not dissolve upon the death, incompetency or withdrawal of the General Partner or any Limited Partner. All Partners specifically agree that the Partnership shall not be dissolved for any reason other than as set forth in Sections 12.1, 12.2 or 12.3(c12.3(C).
B. . Upon the death, incompetency or withdrawal of the General Partner, the General Partner's interest shall become that of a Limited Partner with all the rights, duties and obligations of a Limited Partner hereunder. The transferee of the General Partner in the event of death or incompetency shall be admitted as a Substituted Limited Partner.
C. . In the event of death, incompetency or withdrawal of the General Partner, the Limited Partners shall elect a new General Partner by a fifty-one percent (51%) vote. Each Partner's interest shall be reduced proportionately to the extent of the new General Partner interest. If a new General Partner is not selected within ninety (90) days after the date of death, incompetency or withdrawal, then the Partnership shall be wound up and dissolved.
Appears in 1 contract
Samples: Partnership Agreement