Election to Continue the Partnership Sample Clauses

Election to Continue the Partnership. Upon the occurrence of an event with respect to the General Partner described in Section 4.02(a)(4) of the Act, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners. Following the occurrence of any such event, the Partnership shall not be dissolved and its business shall be continued with the Partnership properties and assets, and such properties and assets shall not be liquidated, if, within ninety (90) days after the occurrence of such event, the Limited Partners unanimously agree in writing to continue the Partnership and to elect a Person to be admitted to the Partnership as successor general partner thereof, who shall be required to assume all of the obligations of the General Partner. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor general partner thereof and the amendment of the Partnership’s Certificate to the extent required by applicable law, the Partnership shall be continued without any further consent or approval of any Partner, in which case the Partnership shall continue to conduct the business of the Partnership with the Partnership’s properties and assets in accordance with, and the Partnership and interests of the Partners shall continue to be governed by, the terms and provisions of this Agreement. If the business of the Partnership is continued pursuant to this Section 11.2, the withdrawing General Partner’s interest in the Partnership shall thereafter be held as an interest of a Limited Partner, and the interest in the Partnership acquired by the successor general partner shall (if acquired from the Partnership) reduce the interests of all other Partners (including the withdrawing General Partner) ratably in relation to their interest in the Partnership prior to such reduction.
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Election to Continue the Partnership. Following a Liquidating Event described in Section 11.1(b)(i) or (v) hereof, the business of the Partnership shall be continued with the Partnership properties and assets, and such properties and assets shall not be liquidated, provided the Partnership is continued as set forth in this Section 11.1(c). If the Partnership is so dissolved, the Partnership and its business shall be continued pursuant to this Section 11.1(c) if, within 90 days after the occurrence of such Liquidating Event, a Majority in Interest of the remaining Partners elect to continue the Partnership and elect a Person to be admitted to the Partnership as successor General Partner. Upon the satisfaction of all conditions necessary to the continuation of the Partnership, including the admission of a successor General Partner and the amendment of the Partnership's Certificate (if required by applicable law), the Partnership shall be continued without any further Approval of any Partner, in which case the Partnership shall continue to conduct the business of the Partnership with the Partnership's properties and assets in accordance with, and the Partnership and interests of the Partners shall continue to be governed by, the terms and provisions of this Agreement.
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Election to Continue the Partnership. (a) Despite the provisions of Section 13.01(c), the Partnership shall not be dissolved and shall not be required to be wound up by reason of an Event of Withdrawal of a General Partner, even if no other General Partner carries on the business of the Partnership as permitted by that Section, if, within ninety (90) days after such Event of Withdrawal, all Partners agree in writing to continue the business of the Partnership and, if there is no remaining General Partner, to the appointment, effective as of the date of withdrawal, of one or more Successor General Partners. (b) Upon an Event of Withdrawal of a General Partner, if no other General Partner carries on the business of the Partnership as permitted by Section 13.01(c), the Liquidator shall continue to operate the Partnership's business in the ordinary course with a view to conserving the Partnership's assets during the specified period within which the Limited Partners may appoint a Successor General Partner. (c) If a Successor General Partner is appointed pursuant to this Section 13.02, then (i) the Partnership shall continue until the end of the term set forth in Section 2.05 unless earlier dissolved according to this Article 13, and (ii) all necessary steps shall be taken to amend the Certificate of Limited Partnership.
Sample 1
Election to Continue the Partnership. Upon the occurrence of an event set forth in Section 10.1(b) herein, the business of the Partnership shall continue to be carried on if, within ninety (90) days after the occurrence of such event, the remaining Partners elect to continue the Partnership by the affirmative vote of a majority of the remaining Partners. Upon such election, the business of the Partnership shall continue pursuant to this Agreement and under the Act; provided, however that the remaining Partners then elect a substitute General Partner who agrees to act as General Partner and continue the Partnership. A substitute General Partner may be elected by the vote of the minimum proportion of remaining Partners then permitted by law, but not less than a majority in interest. If a substitute General Partner is so elected and accepts, the substitute General Partner shall acquire from the departed General Partner(s) an interest in the Partnership that entitles the substitute General Partner to hold in the aggregate at least a one per cent (1%) interest in all items or amounts allocated or distributed as specified pursuant to Article IV. Subject to other written agreements and exceptions agreed to by all the remaining Partners, the substitute General Partner shall assume from and after the date of substitution and upon becoming a party to this Agreement, all the rights, powers, and obligations of a General Partner under this Agreement. In the event a substituted General Partner has not been appointed and admitted within a reasonable time after the special meeting called pursuant to this section, and there is no General Partner remaining, the Partnership shall be dissolved and liquidated as provided in Section 10.2.
Sample 1
Election to Continue the Partnership. (a) Notwithstanding Section 12.1, upon an event of dissolution described in Section 12.1 (e), (f) or (g), the General Partner then remaining shall cease to be authorized to act as General Partner hereunder ("Unauthorized General Partner") and the Partnership shall be dissolved and wound-up and liquidated pursuant to Section 12.2, unless the Limited Partners exercise the Voting Rights, within 90 days after such event, to continue the business of the Partnership and designate a substitute General Partner(s). Upon the occurrence of the above, the continuing limited partnership shall be on substantially identical terms to the Partnership and shall carry on the business of the Partnership. The continuing limited partnership shall succeed to all rights and assets of the Partnership and shall by this Agreement (and without the need for any further act or instrument) assume the liabilities thereof. (b) Any designated substitute General Partner(s) becoming a General Partner pursuant to the Limited Partners' exercise of the Voting Rights shall, upon becoming a party to this Agreement, have the rights, powers and obligations of a General Partner under this Agreement (other than rights to allocations and distributions). If such designee was a Limited Partner, all or a portion of his Interest shall be converted to that of a General Partner and shall otherwise remain identical as to its Share. If such designee was not previously a Partner, he or it shall be required to acquire all or a portion of an Interest having at least a 1% interest in all allocable items of the Partnership from any Partner on such terms as he can, which Interest, if it was a Limited Partnership Interest, shall be converted to a General Partnership Interest and shall otherwise remain identical to a Limited Partnership Interest as to its Share. (c) A Majority of the Limited Partners shall have the right to purchase, or designate a purchaser (which may be the Partnership) of, the Partnership Interest of the Unauthorized General Partner. Any exercise of the right to purchase the Unauthorized General Partner's Partnership Interest under this paragraph shall be made by written notice delivered to the Unauthorized General Partner and the Partnership and dated not later than 45 days after the determination of the fair market value of Partnership property as provided below. Any purchase of
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Related to Election to Continue the Partnership

  • Agreement to Continue in Force Both Parties shall adhere fully to the terms of this Agreement during the period of bona fide collective bargaining.

  • No Obligation to Continue Employment Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Grantee at any time.

  • No Right to Continue Service or Employment Nothing herein shall be construed to confer upon the Participant the right to continue in the employ or to provide services to the Company or any Subsidiary, whether as an Employee or as a Contractor or as an Outside Director, or interfere with or restrict in any way the right of the Company or any Subsidiary to discharge the Participant as an Employee, Contractor, or Outside Director at any time.

  • No Obligation to Continue Service Relationship Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Award Agreement to continue the Grantee in employment or other service relationship and neither the Plan nor this Award Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment or other service relationship of the Grantee at any time.

  • Compensation to Contractor The terms related to the price of the goods and/or services to be provided under this Agreement and the terms of payment to the Contractor are described in more detail in Attachment “B” to this Agreement: Price and Payment Information.

  • RIGHT TO CONTINUED EMPLOYMENT Nothing in the Plan or this Agreement shall confer on you any right to continue in the employ of the Company or any subsidiary or affiliate of the Company or any specific position or level of employment with the Company or any subsidiary or affiliate of the Company or affect in any way the right of the Employer to terminate your employment without prior notice at any time for any reason or no reason.

  • COMPENSATION TO CONSULTANT The Consultant's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Payment to Consultant Upon receipt of a properly prepared invoice and confirmation that the Required Services detailed in the invoice have been satisfactorily performed, City shall pay Consultant for the invoice amount within thirty (30) days. Payment shall be made in accordance with the terms and conditions set forth in Exhibit A and section 2.4, below. At City’s discretion, invoices not timely submitted may be subject to a penalty of up to five percent (5%) of the amount invoiced.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes

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