Right to Continue Business of Partnership Sample Clauses

Right to Continue Business of Partnership. Upon an event described in Sections 15.2(b), 15.2(c), or 15.2(f) (but not an event described in Section 15.2(f) that makes it unlawful for the business of the partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (90) days after the event described in any of such Sections, an election to reconstitute and continue the business of the Partnership shall be made in writing by (i) the remaining General Partner, if any, in its sole and absolute discretion; or (ii) in the event there is no remaining General Partner, or in the event that any remaining General Partner does not so elect to reconstitute and continue the business of the Partnership, then, subject to receipt by the Partnership of an Opinion of Independent Counsel to the effect described in Section 14.3, by the unanimous written agreement of all remaining Partners; provided that by a Super-Majority Vote of the Limited Partners the Limited Partners may elect to reconstitute and continue the business of the Partnership upon receipt of an Opinion from Independent Counsel that unanimous written agreement of the Limited Partners is not required for the Partnership or Operating Partnership to be treated as a partnership for federal income tax purposes. If such an election to continue the Partnership is made, then: (i) if such election was made by all remaining Partners, a successor Managing General Partner shall be selected unanimously by all remaining Partners; (ii) if such election was made by the remaining General Partner, such Person shall be the Managing General Partner (and if not previously the Managing General Partner, shall serve as Managing General Partner until a successor to the Managing General Partner is admitted to the Partnership); (iii) the Partnership shall continue until another event causing dissolution in accordance with this Article XV shall occur; (iv) the Partnership Interest of the former General Partner shall be subject to disposition, at the option of the former General Partner, in the manner provided in Section 14.5(a) (which option shall be exercised contemporaneously with the selection of the successor General Partner); and (v) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
Sample 1
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Right to Continue Business of Partnership. Upon an event described in Section 13.02(b), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (.90) days after the event described in such Section, an election to reconstitute and continue the business of the Partnership shall be made writing by a Majority Interest and a successor General Partner is selected by a Majority Interest. If such an election to continue the Partnership is made and a successor General Partner selected, then: (i) the Partnership shall continue until the Termination Date unless earlier dissolved in accordance with this Article XIII; (ii) the Partnership Interest of the former General Partner shall be treated thenceforth as the interest of a Record Holder and either (A) purchased by the successor General Partner or (B) converted into Units in the manners provided in Section 12.04 as if the former General Partner were a departing General Partner under Section 12.04; and (iii) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
Sample 1
Right to Continue Business of Partnership. Upon an event described in Sections 11.2(c), 11.2(d) or 11.2(e) (but not an event described in Section 11.2(e) that makes it unlawful for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within 90 days after the event described in any of such Sections, an election to continue the business of the Partnership shall be made in writing by all remaining Partners. If such an election to continue the Partnership is made, then: (a) if the General Partner is "Bankrupt" (as defined in Section 11.2(c) or has been removed or has withdrawn from the Partnership, the remaining Limited Partners shall appoint a successor General Partner and the Partnership Interest of the General Partner shall be transferred to such successor General Partner in the manner provided in Section 12; (b) the Partnership shall continue until another event causing dissolution in accordance with this Section 12 shall occur; (c) all necessary steps shall be taken to amend this Agreement and the Certificate to reflect the continuation of the business of the Partnership; and
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Right to Continue Business of Partnership. Upon an event described in Section 13.02(b), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (.90) days after the event described in such Section, an election to reconstitute and continue the business of the Partnership shall be made writing by a Majority Interest and a successor General Partner is selected by a Majority Interest. If such an election to continue the Partnership is made and a successor General Partner selected, then: (i) the Partnership shall continue until the Termination Date unless earlier dissolved in accordance with this Article XIII; 44
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Right to Continue Business of Partnership. Upon an event described in Section 14.2(b), 14.2(c) or 14.2(g) (but not an event described in Section 14.2(g) that makes it unlawful for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (90) days after the event described in any of such Sections, an election to reconstitute and continue the business of the Partnership shall be made in writing by the Limited Partners. If such an election to continue the Partnership is made, then: (a) the Limited Partners shall select a successor Managing General Partner; (b) the Partnership shall continue until another event causing dissolution in accordance with this Article XIV shall occur; (c) the Partnership Interest of the former General Partner shall be subject to disposition, at the option of the former General Partner, in the manner provided in Section 13.3(a) (which option shall be exercised contemporaneously with the selection of the successor General Partner); and (d) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
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Right to Continue Business of Partnership. Upon an event described in Sections 12.01(d) or 12.01(f), the Partnership shall not be dissolved or be required to be wound up if (A) at the time of such event there is at least one remaining General Partner who carries on the business of the Partnership (and each such remaining General Partner is hereby authorized to carry on the business of the Partnership without dissolution), or (B) within ninety (90) days after such event, all remaining Partners agree in writing (a) to continue the business of the Partnership and (b) to the appointment, effective as of the date of such event, of one or more additional General Partners if necessary or desired.
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Right to Continue Business of Partnership. Upon an event described in Sections 13.02(b), 13.02(c) or 13.02(f) (but not an event described in Section 13.02(f) that makes it unlawful, by judicial order or otherwise, for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless (a) within ninety (90) days after the event described in any of such Sections, an election to continue the business of the Partnership shall be made in writing by any remaining General Partner or General Partners, in its or their sole discretion, or (b) in the event of the withdrawal of the last remaining General Partner, or in the event the remaining General Partners do not elect to continue the business of the Partnership, within one hundred twenty (120) days after the occurrence of the event described in Section 13.02(b), 13.02(c) or 13.02(f), the Limited Partners, by a Majority Vote of the Limited Partners, elect to continue the Partnership and (if necessary or desired) appoint, effective as of the date of withdrawal of the former General Partners, one or more successor General Partners.
Sample 1
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Right to Continue Business of Partnership. In the event of the dissolution, removal, withdrawal or Bankruptcy of a Partner or the appointment of a receiver for, or seizure by a judgment creditor of, a Partner' s Interest in the Partnership, or upon the occurrence of any event with respect to a Partner which would result in the dissolution of the Partnership under the Act, that Partner (the "Terminating Partner") or its legal representative shall promptly notify the remaining Partners, and the Partnership shall be dissolved, but all of the surviving Partners may elect to continue the business of the Partnership for the balance of the Term, with all of the Partnership property as before. The election may be made by the surviving Partners by notice to the Terminating Partner within 30 days after receipt by the surviving Partners of notice of the event. Upon such election the Partnership shall be reconstituted, the Terminating Partner shall be deemed to have offered to sell its Interest for the balance in its Capital Account in accordance with Section 11.3, and the surviving Partners shall continue the business of the Partnership with all of the Partnership's assets in accordance with the provisions this Agreement. If no election to continue the business of the Partnership is effective within 90 days after an event giving rise to dissolution, the Partnership's business shall be wound up pursuant to Article XIII.
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Right to Continue Business of Partnership. Upon an event described in Section 14.2(b), 14.2(c) or 14.2(g) (but not an event described in Section 14.2(g) that makes it unlawful for the business of the Partnership to be continued), the Partnership thereafter shall be dissolved and liquidated unless, within ninety (90) days after the event described in any of such Sections, an election to reconstitute and continue the business of the Partnership shall be made by a Majority Vote of the Limited Partners. If such an election to continue the Partnership is made, then: (a) a Majority Vote of the Limited Partners shall select a successor Managing General Partner; (b) the Partnership shall continue until another event causing dissolution in accordance with this Article XIV shall occur; and (c) all necessary steps shall be taken to amend this Agreement and the Certificate of Limited Partnership to reflect the reconstitution and continuation of the business of the Partnership.
Sample 1

Related to Right to Continue Business of Partnership

  • BUSINESS OF THE PARTNERSHIP The purpose and nature of the business to be conducted by the Partnership is (i) to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act, provided, however, that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT, and in a manner such that the General Partner will not be subject to any taxes under Section 857 or 4981 of the Code, (ii) to enter into any partnership, joint venture, co-ownership or other similar arrangement to engage in any of the foregoing or the ownership of interests in any entity engaged in any of the foregoing and (iii) to do anything necessary or incidental to the foregoing. In connection with the foregoing, and without limiting the General Partner’s right in its sole and absolute discretion to qualify or cease qualifying as a REIT, the Partners acknowledge that the General Partner intends to qualify as a REIT for federal income tax purposes and upon such qualification the avoidance of income and excise taxes on the General Partner inures to the benefit of all the Partners and not solely to the General Partner. Notwithstanding the foregoing, the Limited Partners agree that the General Partner may terminate its status as a REIT under the Code at any time to the full extent permitted under the Charter. The General Partner on behalf of the Partnership shall also be empowered to do any and all acts and things necessary or prudent to ensure that the Partnership will not be classified as a “publicly traded partnership” for purposes of Section 7704 of the Code.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Termination of the Partnership The Partnership shall terminate when all assets of the Partnership, after payment or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the Partners in the manner provided for in this Article VIII, and the Certificate shall have been canceled in the manner required by the Act.

  • Continuation of the Business of the Partnership After Dissolution Upon (a) dissolution of the Partnership following an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then, to the maximum extent permitted by law, within 90 days thereafter, or (b) dissolution of the Partnership upon an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then: (i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII; (ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and (iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided, however, that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability of any Limited Partner under the Delaware Act and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Name of Partnership The name of the Partnership shall be Xxxxxxx Investment Partnership, L.P. or such other name as the General Partner may from time to time designate.

  • Liability of Partners No Limited Partner shall be liable for the debts, liabilities, contracts or any other obligations of the Partnership. Except as agreed upon by the Partners, and except as otherwise provided by the Act or by any other applicable state law, no Partner shall be required to make any other Capital Contributions or to loan any funds to the Partnership. No Partner shall have any personal liability for the repayment of its Capital Contributions or loans of any other Partner.

  • Formation of the Partnership The Partnership was formed as a limited partnership pursuant to the provisions of the Act and the Original Agreement and continued upon the terms and subject to the conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

  • Partnership Status The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

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