Common use of Effect of Bankruptcy, Death, Withdrawal Clause in Contracts

Effect of Bankruptcy, Death, Withdrawal. Dissolution or Incompetence of a General Partner. (a) In the event of the Bankruptcy of a General Partner or the withdrawal, death or dissolution of a General Partner or an adjudication that a General Partner is incompetent (which term shall include, but not be limited to, insanity) the business of the Partnership shall be continued by the other General Partner, if any, (and the other General Partner, by execution of this Agreement, expressly so agrees to continue the business of the Partnership); provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or incompetent General Partner is then the sole General Partner, unless the Investment Partnership within ninety (90) days after receiving Notice of such Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence elects to designate a successor General Partner and continue the Partnership upon the admission of such successor General Partner to the Partnership, the Partnership shall be terminated. (b) Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, such General Partner shall immediately cease to be a General Partner and his or its Interest shall without further action be converted to a Limited Partner Interest; provided, however, that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, such General Partner shall cease to be a General Partner only upon the expiration of ninety (90) days after Notice to the Investment Partnership of the Bankruptcy, death, dissolution or declaration of incompetence of such General Partner; and provided further that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced General Partner shall be ratably reduced to the extent necessary to insure that the substitute General Partner holds a 1% Percentage Interest (as set forth in Section 5.01) and will receive such percentage interest distribution of the General Partner's percentage pursuant to Section 11.04A(f), as is deemed reasonable by the Limited Partners as a result of good faith negotiations with such substitute General Partner; such replaced General Partner whose Interest has been converted to that of a Limited Partner shall remain entitled to his or its proportionate share of the remainder of the distribution pursuant to Section 11.04A(f). Except as set forth above, such conversion of a General Partner Interest to a Limited Partner Interest shall not affect any rights, obligations or liabilities (including without limitation, any of the General Partner's obligations under Section 8.09 herein) of the Bankrupt, deceased, dissolved or incompetent General Partner existing prior to the Bankruptcy, death, dissolution or incompetence of such person as a General Partner (whether or not such rights, obligations or liabilities were known or had matured). (c) If, at the time of the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, the Bankrupt, deceased, dissolved or incompetent General Partner was not the sole General Partner of the Partnership, the remaining General Partner or General Partners shall promptly (i) give Notice to the Limited Partners of such Bankruptcy, death, dissolution or adjudication of incompetence, and (ii) make such amendments to this Agreement and execute and file such amendments or documents or other instruments as are necessary to reflect the conversion of the Interest of the Bankrupt, deceased, dissolved or incompetent General Partner and his having ceased to be a General Partner. The remaining General Partner or General Partners are hereby granted an irrevocable power of attorney to execute any or all documents on behalf of the Partners and the Partnership and to file such documents as may be required to effectuate the provisions of this Section 6.03.

Effect of Bankruptcy, Death, Withdrawal. Dissolution or Incompetence of a General Partner. (a) In the event of the Bankruptcy of a General Partner or the withdrawal, death or dissolution of a General Partner or an adjudication that a General Partner is incompetent (which term shall include, but not be limited to, insanity) the business of the Partnership shall be continued by the other General Partner, if any, (and the other General Partner, by execution of this Agreement, expressly so agrees to continue the business of the Partnership); provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or incompetent General Partner is then the sole General Partner, unless the Investment Partnership within ninety (90) days after receiving Notice of such Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence elects to designate a successor General Partner and continue the Partnership upon the admission of such successor General Partner to the Partnership, the Partnership shall be terminated. (b) Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, such General Partner shall immediately cease to be a General Partner and his or its Interest shall without further action be converted to a Limited Partner Interest; provided, however, that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, such General Partner shall cease to be a General Partner only upon the expiration of ninety (90) days after Notice to the Investment Partnership of the Bankruptcy, death, dissolution or declaration of incompetence of such General Partner; and provided further that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced General Partner shall be ratably reduced to the extent necessary to insure that the substitute General Partner holds a 1% Percentage Interest (as set forth in Section 5.01) and will receive such percentage interest distribution of the General Partner's percentage pursuant to Section 11.04A(f), as is deemed reasonable by the Limited Partners as a result of good faith negotiations with such substitute General Partner; such replaced General Partner whose Interest has been converted to that of a Limited Partner shall remain entitled to his or its proportionate share of the remainder of the distribution pursuant to Section 11.04A(f), and shall be entitled to repayment of all loans previously made and fees accrued but not paid, up to such time of conversion, but shall not be entitled to repayment of any loans made or fees accrued subsequent to such time of conversion, and shall be released from liabilities incurred after conversion, as provided in Section 6.01(b). Except as set forth above, such conversion of a General Partner Interest to a Limited Partner Interest shall not affect any rights, obligations or liabilities (including without limitation, any of the General Partner's obligations under Section 8.09 herein) of the Bankrupt, deceased, dissolved or incompetent General Partner existing prior to the Bankruptcy, death, dissolution or incompetence of such person as a General Partner (whether or not such rights, obligations or liabilities were known or had matured). (c) If, at the time of the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, the Bankrupt, deceased, dissolved or incompetent General Partner was not the sole General Partner of the Partnership, the remaining General Partner or General Partners Partner shall promptly (i) give Notice to the Limited Partners of such Bankruptcy, death, dissolution or adjudication of incompetence, and (ii) make such amendments to this Agreement and execute and file such amendments or documents or other instruments as are necessary to reflect the continuation of the Partnership and the conversion of the Interest of the Bankrupt, deceased, dissolved or incompetent General Partner and his having ceased to be a General Partner. The remaining General Partner or General Partners Partner are hereby granted an irrevocable power of attorney to execute any or all documents on behalf of the Partners and the Partnership and to file such documents as may be required to effectuate the provisions of this Section 6.03.

Effect of Bankruptcy, Death, Withdrawal. Dissolution or Incompetence of a General Partner. (a) In the event of the Bankruptcy of a General Partner or the withdrawal, death or dissolution of a General Partner or an adjudication that a General Partner is incompetent (which term shall include, but not be limited to, insanity) the business of the Partnership shall be continued by the other General Partner, Partner(s) if any, (and the other General Partner, if any, by execution of this Agreement, expressly so agrees to continue the business of the Partnership); provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or incompetent General Partner is then the sole General Partner, unless the Investment Partnership all remaining Partners, within ninety (90) days after receiving Notice of such Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence elects incompetence, elect to designate a successor General Partner Partner(s) and continue the Partnership upon the admission of such successor General Partner Partner(s) to the Partnership, the Partnership shall be terminated. (b) Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, such General Partner shall immediately cease to be a General Partner and his or its Interest shall without further action be converted to a Limited Partner Interest; provided, however, that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, such General Partner shall cease cease, to the extent permitted by the Act, to be a General Partner only upon the expiration of ninety (90) days after Notice to the Investment Partnership all remaining Partners of the Bankruptcy, death, dissolution or declaration of incompetence of such General Partner; and provided further that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced General Partner shall be ratably reduced to the extent necessary to insure that the substitute General Partner Partner(s) holds a 1% Percentage Interest (as set forth in Section 5.01) and will receive such percentage interest distribution of the General Partner's percentage pursuant to Section 11.04A(f), as is deemed reasonable by the Limited Partners as a result of good faith negotiations with such substitute General Partner; such replaced General Partner whose Interest has been converted to that of a Limited Partner shall remain entitled to his or its proportionate share of the remainder of the 5% distribution pursuant to Section 11.04A(f11.04(f). Except as set forth above, such conversion of a General Partner Interest to a Limited Partner Interest shall not affect any rights, obligations or liabilities (including without limitation, any of the General Partner's obligations under Section 8.09 herein) of the Bankrupt, deceased, dissolved or incompetent General Partner existing prior to the Bankruptcy, death, dissolution or incompetence of such person as a General Partner (whether or not such rights, obligations or liabilities were known or had matured). (c) If, at the time of the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, the Bankrupt, deceased, dissolved or incompetent General Partner was not the sole General Partner of the Partnership, the remaining General Partner or General Partners shall promptly immediately (i) give Notice to the Limited Partners of such Bankruptcy, death, dissolution or adjudication of incompetence, and (ii) make such amendments to this Agreement and execute and file such amendments or documents or other instruments as are necessary to reflect the conversion of the Interest of the Bankrupt, deceased, dissolved or incompetent General Partner and his or its having ceased to be a General Partner, and (iii) elect to continue the business of the Partnership. The remaining General Partner or General Partners are hereby granted an irrevocable power of attorney to execute any or all documents on behalf of the Partners and the Partnership and to file such documents as may be required to effectuate the provisions of this Section 6.03.

Effect of Bankruptcy, Death, Withdrawal. Dissolution or Incompetence of a General Partner. (a) In the event of the Bankruptcy of a General Partner or the withdrawal, death or dissolution of a General Partner or an adjudication that a General Partner is incompetent (which term shall include, but not be limited to, insanity) the business of the Partnership shall be continued by the other General Partner, if any, (and the other General Partner, by execution of this Agreement, expressly so agrees to continue the business of the Partnership); provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or incompetent General Partner is then the sole General Partner, unless the Investment Partnership within ninety (90) days after receiving Notice of such Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence elects to designate a successor General Partner and continue the Partnership upon the admission of such successor General Partner to the Partnership, the Partnership shall be terminated. (b) Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, such General Partner shall immediately cease to be a General Partner and his or its Interest shall without further action be converted to a Limited Partner Interest; provided, however, that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, such General Partner shall cease to be a General Partner only upon the expiration of ninety (90) days after Notice to the Investment Partnership of the Bankruptcy, death, dissolution or declaration of incompetence of such General Partner; and provided further that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced General Partner shall be ratably reduced to the extent necessary to insure that the substitute General Partner holds a 1% Percentage Interest (as set forth in Section 5.01) and will receive such percentage interest a 70% distribution of the General Partner's percentage pursuant to Section 11.04A(f11.04A(d), as is deemed reasonable by the Limited Partners as a result of good faith negotiations with such substitute General Partner; such replaced General Partner whose Interest has been converted to that of a Limited Partner shall remain entitled to his or its proportionate share of the remainder of the distribution pursuant to Section 11.04A(f11.04A(d). Except as set forth above, such conversion of a General Partner Interest to a Limited Partner Interest shall not affect any rights, obligations or liabilities (including without limitation, any of the General Partner's obligations under Section 8.09 herein) of the Bankrupt, deceased, dissolved or incompetent General Partner existing prior to the Bankruptcy, death, dissolution or incompetence of such person as a General Partner (whether or not such rights, obligations or liabilities were known or had matured). (c) If, at the time of the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, the Bankrupt, deceased, dissolved or incompetent General Partner was not the sole General Partner of the Partnership, the remaining General Partner or General Partners shall promptly (i) give Notice to the Limited Partners of such Bankruptcy, death, dissolution or adjudication of incompetence, and (ii) make such amendments to this Agreement and execute and file such amendments or documents or other instruments as are necessary to reflect the conversion of the Interest of the Bankrupt, deceased, dissolved or incompetent General Partner and his having ceased to be a General Partner. The remaining General Partner or General Partners are hereby granted an irrevocable power of attorney to execute any or all documents on behalf of the Partners and the Partnership and to file such documents as may be required to effectuate the provisions of this Section 6.03.

Effect of Bankruptcy, Death, Withdrawal. Dissolution or Incompetence of a General Partner. (a) In the event of the Bankruptcy of a General Partner or the withdrawal, death or dissolution of a General Partner or an adjudication that a General Partner is incompetent (which term shall include, but not be limited to, insanity) the business of the Partnership shall be continued by the other General Partner, if any, (and the other General Partner, by execution of this Agreement, expressly so agrees to continue the business of the Partnership); provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or incompetent General Partner is then the sole General Partner, unless the Investment Partnership within ninety (90) days after receiving Notice of such Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence elects to designate a successor General Partner and continue the Partnership upon the admission of such successor General Partner to the Partnership, the Partnership shall be terminated. (b) Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, such General Partner shall immediately cease to be a General Partner and his or its Interest shall without further action be converted to a Limited Partner Interest; provided, however, that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, such General Partner shall cease to be a General Partner only upon the expiration of ninety (90) days after Notice to the Investment Partnership of the Bankruptcy, death, dissolution or declaration of incompetence of such General Partner; and provided further that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced General Partner shall be ratably reduced to the extent necessary to insure that the substitute General Partner holds a 1% Percentage Interest (as set forth in Section 5.01) and will receive such percentage interest distribution half of the General Partner's percentage distribution pursuant to Section 11.04A(f11.04A(i), as is deemed reasonable by the Limited Partners as a result of good faith negotiations with such substitute General Partner; such replaced General Partner whose Interest has been converted to that of a Limited Partner shall remain entitled to his or its proportionate share of the remainder of the distribution pursuant to Section 11.04A(f11.04A(e). Except as set forth above, such conversion of a General Partner Interest to a Limited Partner Interest shall not affect any rights, obligations or liabilities (including without limitation, any of the General Partner's obligations under Section 8.09 herein) of the Bankrupt, deceased, dissolved or incompetent General Partner existing prior to the Bankruptcy, death, dissolution or incompetence of such person as a General Partner (whether or not such rights, obligations or liabilities were known or had matured). (c) If, at the time of the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, the Bankrupt, deceased, dissolved or incompetent General Partner was not the sole General Partner of the Partnership, the remaining General Partner or General Partners shall promptly immediately (i) give Notice to the Limited Partners of such Bankruptcy, death, dissolution or adjudication of incompetence, and (ii) make such amendments to this Agreement and execute and file such amendments or documents or other instruments as are necessary to reflect the conversion of the Interest of the Bankrupt, deceased, dissolved or incompetent General Partner and his having ceased to be a General Partner. The remaining General Partner or General Partners are hereby granted an irrevocable power of attorney to execute any or all documents on behalf of the Partners and the Partnership and to file such documents as may be required to effectuate the provisions of this Section 6.03.

Effect of Bankruptcy, Death, Withdrawal. Dissolution or Incompetence orIncompetence of a General Partner. (a) In the event of the Bankruptcy of a General Partner or the withdrawal, death or dissolution of a General Partner or an adjudication that a General Partner is incompetent (which term shall include, but not be limited to, insanity) the business of the Partnership shall be continued by the other General Partner, if any, Partner(s) (and the other General PartnerPartners, by execution of this Agreement, expressly so agrees agree to continue the business of the Partnership); provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or incompetent General Partner is then the sole General Partner, unless the Investment Partnership within ninety (90) days after receiving Notice of such Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence elects to designate a successor General Partner Partner(s) and continue the Partnership upon the admission of such successor General Partner Partner(s) to the Partnership, the Partnership shall be terminated. (b) Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, such General Partner shall immediately cease to be a General Partner and his or its Interest shall without further action be converted to a Limited Partner Interest; provided, however, that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, such General Partner shall cease to be a General Partner only upon the expiration of ninety (90) days after Notice to BCTC 94 and the Investment Partnership of the Bankruptcy, death, dissolution or declaration of incompetence of such General Partner; and provided further that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General Partner, the converted Partnership Interest of such replaced General Partner shall be ratably reduced to the extent necessary to insure that the substitute General Partner Partner(s) holds a 1% Percentage Interest (as set forth in Section 5.01) and will receive such percentage interest distribution of the General Partner's percentage pursuant to Section 11.04A(f), as is deemed reasonable by the Limited Partners as a result of good faith negotiations with such substitute General Partner; such replaced General Partner whose Interest has been converted to that of a Limited Partner shall remain entitled to his or its proportionate share of the remainder of the distribution pursuant to Section 11.04A(f11.04(f). Except as set forth above, such conversion of a General Partner Interest to a Limited Partner Interest shall not affect any rights, obligations or liabilities (including without limitation, any of the General Partner's obligations under Section 8.09 herein) of the Bankrupt, deceased, dissolved or incompetent General Partner existing prior to the Bankruptcy, death, dissolution or incompetence of such person as a General Partner (whether or not such rights, obligations or liabilities were known or had matured). (c) If, at the time of the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetence of a General Partner, the Bankrupt, deceased, dissolved or incompetent General Partner was not the sole General Partner of the Partnership, the remaining General Partner or General Partners shall promptly immediately (i) give Notice to the Limited Partners of such Bankruptcy, death, dissolution or adjudication of incompetence, and (ii) make such amendments to this Agreement and execute and file such amendments or documents or other instruments as are necessary to reflect the conversion of the Interest of the Bankrupt, deceased, dissolved or incompetent General Partner and his having ceased to be a General Partner. The remaining General Partner or General Partners are hereby granted an irrevocable power of attorney to execute any or all documents on behalf of the Partners and the Partnership and to file such documents as may be required to effectuate the provisions of this Section 6.03.

Effect of Bankruptcy, Death, Withdrawal. Dissolution or Incompetence of a General PartnerMember-Manager. (a) In the event of the Bankruptcy of a General Partner Member-Manager or the withdrawal, death or dissolution of a General Partner Member-Manager or an adjudication that a General Partner Member-Manager is incompetent (which term shall include, but not be limited to, insanity) the business ), all of the Partnership shall be continued by the other General Partner, if any, (and the other General Partner, by execution of this Agreement, expressly so agrees to continue the business of the Partnership); provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or incompetent General Partner is then the sole General Partner, unless the Investment Partnership remaining Members within ninety (90) days after receiving Notice of such Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence elects to designate a successor General Partner Member-Manager if there is no Member-Manager remaining and continue the Partnership Company upon the admission of such successor General Partner Member-Manager to the PartnershipCompany, the Partnership Company shall be terminateddissolved. (b) Upon the Bankruptcy, death, dissolution or adjudication of incompetence of a General PartnerMember-Manager, such General Partner Member-Manager shall immediately cease to be a General Partner Member-Manager and his or its Interest shall without further action be converted to the Interest of a Limited Partner Interestnon-managing Member; providedthat if such Bankrupt, howeverdissolved, that incompetent provided that, if such Bankrupt, dissolved, incompetent or deceased General Partner Member-Manager is the sole remaining General Partner, such General Partner shall cease to be a General Partner only upon the expiration of ninety (90) days after Notice to the Investment Partnership of the Bankruptcy, death, dissolution or declaration of incompetence of such General Partner; and provided further that if such Bankrupt, dissolved, incompetent or deceased General Partner is the sole remaining General PartnerMember-Manager, the converted Partnership Company Interest of such replaced General Partner Member-Manager shall be ratably reduced to the extent necessary to insure that the substitute General Partner Member-Manager holds a 1% Percentage Interest (as set forth in Section 5.016.01) and will receive such percentage interest a 50% distribution of the General PartnerMember-Manager's percentage pursuant to Section 11.04A(f12.04A(f), as is deemed reasonable by the Limited Partners as a result of good faith negotiations with such substitute General Partner; such replaced General Partner Member-Manager whose Interest has been converted to that of a Limited Partner non-manager Member shall remain entitled to his or its proportionate share of the remainder of the distribution pursuant to Section 11.04A(f12.04A(f), and shall be entitled to repayment of all loans previously made and fees accrued but not paid, up to such time of conversion, but shall not be entitled to repayment of any loans made or fees accrued subsequent to such time of conversion, and shall be released from liabilities incurred after conversion, as provided in Section 7.01(b). Except as set forth above, such conversion of a General Partner Member-Manager Interest to the Interest of a Limited Partner Interest non-manager Member shall not affect any rights, obligations or liabilities (including without limitation, any of the General PartnerMember-Manager's obligations under Section 8.09 9.09 herein) of the Bankrupt, deceased, dissolved or incompetent General Partner Member-Manager existing prior to the Bankruptcy, death, dissolution or incompetence of such person as a General Partner Member-Manager (whether or not such rights, obligations or liabilities were known or had matured). (c) If, at the time of the withdrawal, Bankruptcy, death, dissolution or adjudication of incompetence of a General PartnerMember-Manager, the Bankrupt, deceased, dissolved or incompetent General Partner Member-Manager was not the sole General Partner Member-Manager of the PartnershipCompany, the remaining General Partner Member-Manager or General Partners Member-Managers shall promptly (i) give Notice to the Limited Partners Members of such Bankruptcy, death, dissolution or adjudication of incompetence, and (ii) make such amendments to this Agreement and execute and file such amendments or documents or other instruments as are necessary to reflect the conversion of the Interest of the Bankrupt, deceased, dissolved or incompetent General Partner Member-Manager and his having ceased to be a General PartnerMember-Manager. The remaining General Partner Member-Manager or General Partners Member-Managers are hereby granted an irrevocable power of attorney to execute any or all documents on behalf of the Partners Members and the Partnership Company and to file such documents as may be required to effectuate the provisions of this Section 6.037.03.