Right to Continue Business of Partnership Sample Clauses

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:
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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 (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. 13.04.
Sample 1
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:
Sample 1
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.
Sample 1
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.
Sample 1
Right to Continue Business of Partnership. Upon dissolution of the Partnership in 50 accordance with Section 15.02(b) hereof and a failure of all Partners to agree to continue the business of the Partnership and approval of a successor General Partner as provided in Section 15.02 hereof or upon a dissolution of the Partnership in accordance with Section 15.02(c) hereof, then within an additional 90 days, Limited Partners holding a majority of Outstanding Units may elect to reconstitute the Partnership and to continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as its general partner a Person elected by such Partners. Upon any such election by such Partners, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after dissolution, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is made within 180 days after dissolution, then:
Sample 1
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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Related to Right to Continue Business of Partnership

  • Other Business of Partners Any Partner may engage independently or with others in other business ventures wholly unrelated to the Partnership business of every nature and description, including, without limitation, the acquisition, development, construction, operation and management of real estate projects and developments of every type on their own behalf or on behalf of other partnerships, joint ventures, corporations or other business ventures formed by them or in which they may have an interest, including, without limitation, business ventures similar to, related to or in direct or indirect competition with the Apartment Housing. Neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the partnership relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom. Conversely, no Person shall have any rights to Partnership assets, incomes or proceeds by virtue of such other ventures or activities of any Partner.

  • 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:

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • 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.

  • Status as Business Development Company The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

  • Liability of Partners (a) No Limited Partner shall be liable for any debt, obligation or liability of the Partnership or of any other Partner or have any obligation to restore any deficit balance in its Capital Account solely by reason of being a Partner of the Partnership, except to the extent required by the Act.

  • Acquisition of the Company Upon the closing of any Acquisition the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for the Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for

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