Common use of Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner Clause in Contracts

Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.02 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.02 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 29 contracts

Samples: Agreement of Limited Partnership (Agree Realty Corp), Limited Partnership Agreement (Alpine Income Property Trust, Inc.), Limited Partnership Agreement (Alpine Income Property Trust, Inc.)

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Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.05(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if or any other event that results in the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not ceasing to be a dissolution general partner of the General Partner if Partnership under the business of the General Partner is continued by the remaining partner or partners)Act, the Partnership shall be dissolved and terminated its affairs wound up unless the business of the Partnership is continued pursuant to Section 7.03(b7.04(b) hereof. The merger of Notwithstanding anything in this Agreement to the contrary, any successor to the General Partner by merger or consolidation in compliance with or into Section 7.02(b) shall, without further act of any entity that is admitted as a substitute or successor Person, be the General Partner pursuant to Section 7.02 hereof hereunder, and such merger or consolidation shall not be deemed to be constitute a transfer for purposes of this Agreement and the withdrawal, dissolution or removal of the General PartnerPartnership shall continue without dissolution. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.05(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if or any other event that resulting the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not ceasing to be a dissolution general partner of the General Partner Partnership under the Act, the Partnership shall not be dissolved or wound up if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selectingselecting effective as of such occurrence, subject to Section 7.02 7.03 hereof and any other provisions of this Agreementin writing or vote, a substitute General Partner by consent of a Majority in Interest. Any substitute General Partner selected by the Limited Partners in accordance with this Section 7.05(b) and admitted to the Partnership in accordance with Section 7.03, shall be deemed admitted to the Partnership effective simultaneously with the occurrence of the event that caused the General Partner to cease to be a general partner of the Partnership. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 15 contracts

Samples: Limited Partnership Agreement (New York City REIT, Inc.), Limited Partnership Agreement (American Finance Trust, Inc), Limited Partnership Agreement (Global Net Lease, Inc.)

Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof)) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b) hereof). The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.02 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof)) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.02 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 11 contracts

Samples: Limited Partnership Agreement (Medalist Diversified REIT, Inc.), Limited Partnership Agreement (Medalist Diversified REIT, Inc.), Agreement of Limited Partnership (CapRocq Core REIT, Inc.)

Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.05(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if or any other event that results in the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not ceasing to be a dissolution general partner of the General Partner if Partnership under the business of the General Partner is continued by the remaining partner or partners)Act, the Partnership shall be dissolved and terminated its affairs wound up unless the business of the Partnership is continued pursuant to Section 7.03(b7.04(b) hereof. The merger of Notwithstanding anything in this Agreement to the contrary, any successor to the General Partner by merger or consolidation in compliance with or into Section 7.02(b) shall, without further act of any entity that is admitted as a substitute or successor Person, be the General Partner pursuant to Section 7.02 hereof hereunder, and such merger or consolidation shall not be deemed to be constitute a transfer for purposes of this Agreement and the withdrawal, dissolution or removal of the General PartnerPartnership shall continue without dissolution. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.05(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if or any other event that resulting the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not ceasing to be a dissolution general partner of the General Partner Partnership under the Act, the Partnership shall not be dissolved or wound up if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selectingselecting effective as of such occurrence, subject to Section 7.02 7.03 hereof and any other provisions of this Agreementin writing or vote, a substitute General Partner by consent the Consent of the Class A Limited Partners. Any substitute General Partner selected by the Limited Partners in accordance with this Section 7.05(b) and admitted to the Partnership in accordance with Section 7.03, shall be deemed admitted to the Partnership effective simultaneously with the occurrence of the event that caused the General Partner to cease to be a Majority in Interestgeneral partner of the Partnership. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (American Realty Capital Trust, Inc.), Merger Agreement (Realty Income Corp)

Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.02 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.. 26 (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.02 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Summit Hotel Properties, Inc.)

Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.02 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.02 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners elect to continue the business of the 29 Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Summit Hotel Properties, Inc.)

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Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.4(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.02 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.4(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 2.4 hereof by selecting, subject to Section 7.02 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Strawberry Fields REIT, Inc.)

Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.05(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if or any other event that results in the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not ceasing to be a dissolution general partner of the General Partner if Partnership under the business of the General Partner is continued by the remaining partner or partners)Act, the Partnership shall be dissolved and terminated its affairs wound up unless the business of the Partnership is continued pursuant to Section 7.03(b7.04(b) hereof. The merger of Notwithstanding anything in this Agreement to the contrary, any successor to the General Partner by merger or consolidation in compliance with or into Section 7.02 shall, without further act of any entity that is admitted as a substitute or successor Person, be the General Partner pursuant to Section 7.02 hereof hereunder, and such merger or consolidation shall not be deemed to be constitute a transfer for purposes of this Agreement and the withdrawal, dissolution or removal of the General PartnerPartnership shall continue without dissolution. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a7.05(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except that, if or any other event that results in the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not ceasing to be a dissolution general partner of the General Partner if Partnership under the business Act (for the avoidance of such General Partner is continued by the remaining partner doubt, other than in compliance with Section 7.02 or partnersSection 7.03), the Partnership shall not be dissolved or wound up if the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selectingselecting effective as of such occurrence, subject to Section 7.02 7.03 hereof and any other provisions of this Agreementin writing or vote, a substitute General Partner by consent of a Majority in Interest. Any substitute General Partner selected by the Limited Partners in accordance with this Section 7.04(b) and admitted to the Partnership in accordance with Section 7.03 shall be deemed admitted to the Partnership effective simultaneously with the occurrence of the event that caused the General Partner to cease to be a general partner of the Partnership. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Ventas Inc)

Effect of Bankruptcy, Withdrawal, Death or Dissolution of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof) or the death, withdrawal, removal or dissolution of the General Partner (except thatthe Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b) hereof. However, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.03(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.02 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner. (b) Following the occurrence of an Event of Bankruptcy as to the General Partner (and its removal pursuant to Section 7.04(a) hereof)) or the death, withdrawal, removal or dissolution of the General Partner (except that, if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners), the Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.04 hereof by selecting, subject to Section 7.02 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a Majority in Interest. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (Legacy Healthcare Properties Trust Inc.)

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