Common use of Right to Continue Business of Partnership Clause in Contracts

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.

Right to Continue Business of Partnership. Upon an event described dissolution of the Partnership in Sections 15.2(b), 15.2(c), or 15.2(f50 accordance with Section 15.02(b) (but not an event described in Section 15.2(f) that makes it unlawful for 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 continued)bound thereby and shall be deemed to have consented thereto. Unless such an election is made within 180 days after dissolution, the Partnership thereafter shall conduct only activities necessary to wind up its affairs. If such an election is made within 180 days after dissolution, then: (a) the reconstituted Partnership shall continue until the end of the term set forth in Article IV hereof unless earlier dissolved in accordance with this Article XV hereof; (b) if the successor general partner is not the former General Partner, then Section 14.02 hereof shall apply; and (c) all necessary steps shall be dissolved taken to cancel this Agreement and liquidated unlessthe Certificate of Limited Partnership and to enter into a new partnership agreement and certificate of limited partnership, within ninety (90) days after and the event described successor managing general partner may for this purpose exercise the powers of attorney granted in any Article XVII hereof; provided, however, that the right of such Sections, an election partners holding a majority of Outstanding Units to elect a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not 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 exercised unless the Partnership has received an opinion of an Opinion of Independent Counsel counsel to the effect described set forth 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 Partnership14.03 hereof.