Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events: (i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement; (ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or (iii) the election by the General Partner that the Partnership should be dissolved. (b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 31 contracts
Samples: Limited Partnership Agreement (Cantor Fitzgerald Income Trust, Inc.), Limited Partnership Agreement (Rodin Income Trust, Inc.), Limited Partnership Agreement (Rodin Income Trust, Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 27 contracts
Samples: Limited Partnership Agreement (Strategic Storage Trust VI, Inc.), Limited Partnership Agreement (Strategic Storage Trust VI, Inc.), Limited Partnership Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Term and Dissolution. (a) The term of Partnership’s existence shall be perpetual, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) The Bankruptcy of the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b6.03(b) hereof; provided that if a the General Partner is on the date of such occurrence a partnershippartnership or limited liability company, the dissolution of such the General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner or member in such partnership or limited liability company shall not be an event of dissolution of the Partnership if the business of such the General Partner is continued by the remaining partner partner(s) or partnersmember(s), either alone or with additional partners, and such the General Partner and such partners partners, comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an one or more installment obligation obligations as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes obligations are discharged and paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b6.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 4.07 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 24 contracts
Samples: Limited Partnership Agreement (MPT of West Anaheim, LLC), Limited Partnership Agreement (MPT of West Anaheim, LLC), Limited Partnership Agreement (MPT of West Anaheim, LLC)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full); or;
(iii) the redemption of all Limited Partnership Interests (other than any Limited Partnership Interests held by the General Partner), unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or
(iv) the dissolution of the Partnership upon election by the General Partner that the Partnership should be dissolvedPartner.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 16 contracts
Samples: Limited Partnership Agreement (Postal Realty Trust, Inc.), Limited Partnership Agreement (Priam Properties Inc.), Limited Partnership Agreement (Postal Realty Trust, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until the Partnership is dissolved and its affairs are wound up upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner or any other event that results in the General Partner ceasing to be a general partner of the Partnership under the Act unless (A) the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof; provided that if a General Partner is on , or (B) at the date time of the occurrence of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a event there is at least one remaining general partner in such partnership shall not be an event of dissolution of the Partnership if who is hereby authorized to and does carry on the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this AgreementPartnership;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full); or;
(iii) the redemption of all Limited Partnership Interests, unless the General Partner determines to continue the Partnership by the admission of one or more additional Limited Partners effective as of such redemption;
(iv) the election in writing by the General Partner that the Partnership should be dissolved;
(v) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act; or
(vi) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof), the General Partner (or, if dissolution of the Partnership should occur by reason of Section 2.04(a)(i) or its trusteethe General Partner is unable to act as liquidator, receiver, successor a liquidating trustee of the Partnership or legal representativeother representative designated by a Majority in Interest) shall amend or cancel any Certificate(s) and proceed to wind up the affairs of the Partnership, liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner or the liquidating trustee, as the case may be, may, subject to the Act, either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) The Partnership shall terminate when (i) all of the assets of the Partnership, after payment of 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 Agreement and (ii) the Certificate of Limited Partnership of the Partnership shall have been canceled in the manner required by the Act.
Appears in 12 contracts
Samples: Limited Partnership Agreement (New York City REIT, Inc.), Limited Partnership Agreement (American Finance Trust, Inc), Limited Partnership Agreement (Global Net Lease, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof7.03(b); provided provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full);
(iii) the redemption of all Limited Partnership Interests (other than any such Limited Partnership Interests held by the General Partner or its subsidiaries), unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof7.03(b)), the General Partner (or its trusteedirector, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
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.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2039, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 11 contracts
Samples: Limited Partnership Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Limited Partnership Agreement (Industrial Property Trust), Limited Partnership Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2054, except that the Partnership shall be dissolved earlier upon the first to occur of any of the following events:events ("LIQUIDATING EVENTS"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided , provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 7 contracts
Samples: Limited Partnership Agreement (Behringer Harvard Reit I Inc), Limited Partnership Agreement (Behringer Harvard Reit I I Inc), Limited Partnership Agreement (Behringer Harvard Real Estate Investment Trust I Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i1) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii2) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full);
(3) the redemption of all Limited Partnership Interests (other than any such Limited Partnership Interests held by the General Partner), unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or
(iii4) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 6 contracts
Samples: Agreement of Limited Partnership (Agree Realty Corp), Limited Partnership Agreement (Pebblebrook Hotel Trust), Agreement of Limited Partnership (Pebblebrook Hotel Trust)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved earlier upon the first to occur of any of the following events:events (each, a “Liquidating Event”):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided ), provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Limited Partnership Agreement (Cole Office & Industrial REIT (CCIT III), Inc.), Limited Partnership Agreement (United Development Funding Income Fund V)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2053, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 6 contracts
Samples: Limited Partnership Agreement (CatchMark Timber Trust, Inc.), Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.), Limited Partnership Agreement (Wells Real Estate Investment Trust Iii Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2054, except that the Partnership shall be dissolved earlier upon the first to occur of any of the following events:events (“Liquidating Events”):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided , provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Behringer Harvard Reit I Inc), Limited Partnership Agreement (Behringer Harvard Reit I Inc), Limited Partnership Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2038, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 5 contracts
Samples: Limited Partnership Agreement (TNP Strategic Retail Trust, Inc.), Limited Partnership Agreement (Moody National REIT I, Inc.), Limited Partnership Agreement (Moody National REIT I, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on September 7, 2022 and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 5 contracts
Samples: Limited Partnership Agreement (EQT Exeter Real Estate Income Trust, Inc.), Limited Partnership Agreement (EQT Exeter Real Estate Income Trust, Inc.), Limited Partnership Agreement (EQT Exeter Real Estate Income Trust, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2039, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Industrial Income Trust Inc.), Limited Partnership Agreement (Industrial Income Trust Inc.), Limited Partnership Agreement (Industrial Income Trust Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2053, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.), Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.), Limited Partnership Agreement (Wells Timber Real Estate Investment Trust, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on October 5, 2018 and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Invesco Real Estate Income Trust Inc.), Limited Partnership Agreement (Invesco Real Estate Income Trust Inc.), Limited Partnership Agreement (Invesco Real Estate Income Trust Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved earlier upon the first to occur of any of the following events:events (“Liquidating Events”):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided ), provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Cole Credit Property Trust Iv, Inc.), Limited Partnership Agreement (Cole Corporate Income Trust, Inc.), Limited Partnership Agreement (Cole Credit Property Trust III, Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Rw Holdings NNN Reit, Inc.), Limited Partnership Agreement (SmartStop Self Storage REIT, Inc.), Limited Partnership Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2037, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (REITPlus, Inc.), Limited Partnership Agreement (Green Realty Trust, Inc.), Limited Partnership Agreement (REITPlus, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2035, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.), Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.), Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner (or such trustee, receiver, successor or legal representative) may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets of the Partnership to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Resource REIT, Inc.), Limited Partnership Agreement (Resource REIT, Inc.), Limited Partnership Agreement (Resource Real Estate Opportunity REIT, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on August 5, 2016, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.), Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.), Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.)
Term and Dissolution. (a) The term of the Operating Partnership shall continue in full force and effect until December 31, 2039, as such date may be extended from time to time by the General Partner in its sole discretion, except that the Operating Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Operating Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Operating Partnership (provided that if the Operating Partnership receives an installment obligation as consideration for such sale or other disposition, the Operating Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Operating Partnership should be dissolved.
(b) Upon dissolution of the Operating Partnership (unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Operating Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Operating Partnership (including those necessary to satisfy the Operating Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Global Income Trust, Inc.), Limited Partnership Agreement (Macquarie CNL Global Income Trust, Inc.), Limited Partnership Agreement (CNL Macquarie Global Income Trust, Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Sentio Healthcare Properties Inc), Limited Partnership Agreement (Cornerstone Core Properties REIT, Inc.), Limited Partnership Agreement (Cornerstone Core Properties REIT, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate of Limited Partnership in the office of the Secretary of State of the State of Delaware on September 8, 2022, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided Partnership; provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.7. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts Debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (BGO Industrial Real Estate Income Trust, Inc.), Limited Partnership Agreement (BGO Industrial Real Estate Income Trust, Inc.), Limited Partnership Agreement (BGO Industrial Real Estate Income Trust, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until be perpetual, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Black Creek Diversified Property Fund Inc.), Limited Partnership Agreement (Black Creek Diversified Property Fund Inc.), Limited Partnership Agreement (Black Creek Diversified Property Fund Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on May 16, 2022, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Blue Owl Real Estate Net Lease Trust), Limited Partnership Agreement (Blue Owl Real Estate Net Lease Trust), Limited Partnership Agreement (Blue Owl Real Estate Net Lease Trust)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate of Limited Partnership in the office of the Secretary of State of the State of Delaware on November 5, 2021, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided Partnership; provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.7. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts Debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (J.P. Morgan Real Estate Income Trust, Inc.), Limited Partnership Agreement (J.P. Morgan Real Estate Income Trust, Inc.), Limited Partnership Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Term and Dissolution. (a) The term of Partnership’s existence shall be perpetual, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a of the General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b10.01(f) hereof; provided that if a the General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such its partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than the Limited Partnership Interests held by the General Partner) provided, however, the General Partner may elect to cause or to move persons to be admitted as a Limited Partner in order to continue the existence of the Partnership; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b10.01(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.05 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Four Springs Capital Trust), Limited Partnership Agreement (Four Springs Capital Trust), Limited Partnership Agreement (Four Springs Capital Trust)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved upon the first to occur happening of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership Partnership; (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Third Amended and Restated Agreement of Limited Partnership (Condor Hospitality Trust, Inc.), Third Amended and Restated Agreement of Limited Partnership (Supertel Hospitality Inc), Third Amended and Restated Agreement of Limited Partnership (Supertel Hospitality Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2032, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Dividend Capital Trust Inc), Limited Partnership Agreement (Dividend Capital Trust Inc), Limited Partnership Agreement (Dividend Capital Trust Inc)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on February 22, 2022, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.7. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Apollo Realty Income Solutions, Inc.), Limited Partnership Agreement (Apollo Realty Income Solutions, Inc.), Limited Partnership Agreement (Apollo Realty Income Solutions, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.4 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (MVP REIT II, Inc.), Limited Partnership Agreement (MVP REIT II, Inc.), Limited Partnership Agreement (Moody National REIT II, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Moody National REIT II, Inc.), Limited Partnership Agreement (Moody National REIT II, Inc.), Limited Partnership Agreement (Moody National REIT II, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on June 1, 2021, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (IPC Alternative Real Estate Income Trust, Inc.), Limited Partnership Agreement (IPC Alternative Real Estate Income Trust, Inc.), Limited Partnership Agreement (IPC Alternative Real Estate Income Trust, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on July 13, 2017 and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Starwood Real Estate Income Trust, Inc.), Limited Partnership Agreement (Starwood Real Estate Income Trust, Inc.), Limited Partnership Agreement (Starwood Real Estate Income Trust, Inc.)
Term and Dissolution. (a) The term of the Operating Partnership shall continue in full force and effect until December 31, 2040, as such date may be extended from time to time by the General Partner in its sole discretion, except that the Operating Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Operating Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Operating Partnership (provided that if the Operating Partnership receives an installment obligation as consideration for such sale or other disposition, the Operating Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Operating Partnership should be dissolved.
(b) Upon dissolution of the Operating Partnership (unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Operating Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Operating Partnership (including those necessary to satisfy the Operating Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (CNL Properties Trust, Inc.), Limited Partnership Agreement (CNL Properties Trust, Inc.), Limited Partnership Agreement (CNL Diversified Lifestyle Properties, Inc.)
Term and Dissolution. (a) The term of the Partnership commenced on December 27, 2005, the date the Certificate was filed with the State Corporation Commission of the Commonwealth of Virginia in accordance with the Act and shall continue in full force and effect until December 31, 2055, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, partners and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or;
(iii) the The election by the General Partner that the Partnership should be dissolved; or
(iv) As otherwise provided in the Act.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, of or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), ) or (ii) distribute the assets of the Partnership to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (NNN Apartment REIT, Inc.), Limited Partnership Agreement (NNN Apartment REIT, Inc.), Limited Partnership Agreement (NNN Apartment REIT, Inc.)
Term and Dissolution. (a) The term of the Operating Partnership shall continue in full force and effect until December 31, 2038, as such date may be extended from time to time by the General Partner in its sole discretion, except that the Operating Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Operating Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Operating Partnership (provided that if the Operating Partnership receives an installment obligation as consideration for such sale or other disposition, the Operating Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Operating Partnership should be dissolved.
(b) Upon dissolution of the Operating Partnership (unless the business of the Operating Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Operating Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Operating Partnership (including those necessary to satisfy the Operating Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Global Growth Trust, Inc.), Limited Partnership Agreement (CNL Macquarie Global Growth Trust, Inc.), Limited Partnership Agreement (CNL Macquarie Global Growth Trust, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full); or;
(iii) the redemption of all Limited Partnership Interests (other than any Limited Partnership Interests held by the General Partner), unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or
(iv) the dissolution of the Partnership upon election by the General Partner that the Partnership should be dissolvedPartner.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate of Limited Partnership and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Alpine Income Property Trust, Inc.), Limited Partnership Agreement (Alpine Income Property Trust, Inc.), Limited Partnership Agreement (Global Medical REIT Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2047, except that the Partnership shall be dissolved and its assets liquidated prior to such date upon the first to occur of any of the following events:events ("Liquidating Events"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the The sale or other disposition of all or substantially all of the assets of the Partnership Partnership;
(provided that if ii) The Withdrawal of a General Partner, unless the Partnership receives an installment obligation is continued as consideration for such sale or other disposition, provided in Section 7.2;
(iii) The election to dissolve the Partnership shall continue, unless sooner dissolved under made in writing by the provisions General Partner with the Consent of this Agreement, until such time as such note or notes are paid in full)the Investment Limited Partner and any Requisite Approvals;
(iv) The entry of a final decree of dissolution of the Partnership by a court of competent jurisdiction; or
(iiiv) Any other event which causes the election by the General Partner that dissolution of the Partnership should be dissolvedunder the Act if the Partnership is not reconstituted pursuant to the provisions of Section 7.2 or Section 7.3.
(b) Upon the dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)Partnership, the General Partner (or for purposes of this paragraph, its trusteetrustees, receiver, successor receivers or legal representativesuccessors) shall amend or cancel any Certificate(s) cause the cancellation of the Certificate and shall liquidate the Partnership’s Partnership assets and apply and distribute the proceeds thereof in accordance with the provisions of Section 5.6 hereof10.3, unless the Investment Limited Partner elects to reconstitute the Partnership and continue its business as provided in Section 7.2 or 7.3, in which case the Partnership assets shall be transferred to the new Partnership as provided in such Section. Notwithstanding the foregoing, if, during liquidation, the liquidating General Partner shall determine that an immediate sale of part or all of the Partnership's assets would be impermissible, impractical or cause undue loss to the Partners, the General Partner may either (i) defer liquidation of, or and withhold from distribution for a reasonable time, any assets of the Partnership (including except those necessary to satisfy the Partnership’s Partnership debts and obligationsobligations (other than Subordinated Loans), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp), Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved upon the first to occur happening of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kindkind according to the order of priority set forth in Section 5.06 hereof.
Appears in 2 contracts
Samples: Limited Partnership Agreement (RFS Hotel Investors Inc), Limited Partnership Agreement (RFS Hotel Investors Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2051, except that the General Partner, in its sole and absolute discretion, may extend the term of the Partnership and the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof2.04(c); provided provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation one or more obligations as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as all of such note or notes obligations are paid or satisfied in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the Company or any Subsidiary thereof); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof2.04(c)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) Notwithstanding Section 2.04(a)(i), upon the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death or withdrawal of a General Partner, the Limited Partners, within 90 days after such occurrence, may elect to continue the Partnership for the balance of the term specified in Section 2.04(a) by selecting, subject to Section 7.02 and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue 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: Limited Partnership Agreement (United Dominion Realty Trust Inc), Limited Partnership Agreement (United Dominion Realty Trust Inc)
Term and Dissolution. (a) The term of Partnership shall have a perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is a partnership on the date of such occurrence a partnershipoccurrence, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the election by the General Partner and the consent of the Limited Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cottonwood Communities, Inc.), Limited Partnership Agreement (Cottonwood Communities, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2075, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a the General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a the General Partner is on the date of such occurrence a partnership, the dissolution of such the General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such the General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such the General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Highland Hospitality Corp), Limited Partnership Agreement (Highland Hospitality Corp)
Term and Dissolution. (a) The term of Partnership’s existence shall be perpetual, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a of the General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a the General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such its partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than the Limited Partnership Interests held by the Company); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (GMH Communities Trust), Agreement of Limited Partnership (GMH Communities Trust)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2046, except that the Partnership shall be dissolved and its assets liquidated prior to such date upon the first to occur of any of the following events:events ("Liquidating Events"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the The sale or other disposition of all or substantially all of the assets of the Partnership Partnership;
(provided that if ii) The Withdrawal of a General Partner, unless the Partnership receives an installment obligation is continued as consideration for such sale or other disposition, provided in Section 7.2(a);
(iii) The election to dissolve the Partnership shall continue, unless sooner dissolved under made in writing by the provisions General Partner with the Consent of this Agreement, until such time as such note or notes are paid in full)the Investment Limited Partner and any Requisite Approvals;
(iv) The entry of a final decree of dissolution of the Partnership by a court of competent jurisdiction; or
(iiiv) Any other event which causes the election by the General Partner that dissolution of the Partnership should be dissolvedunder the Act if the Partnership is not reconstituted pursuant to the provisions of Section 7.2 or Section 7.3.
(b) Upon the dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)Partnership, the General Partner (or for purposes of this paragraph, its trusteetrustees, receiver, successor receivers or legal representativesuccessors) shall amend or cancel any Certificate(s) cause the cancellation of the Certificate and shall liquidate the Partnership’s Partnership assets and apply and distribute the proceeds thereof in accordance with the provisions of Section 5.6 hereof10.3, unless the Investment Limited Partner elects to reconstitute the Partnership and continue its business as provided in Section 7.2(b), in which case the Partnership assets shall be transferred to the new Partnership as provided in such Section. Notwithstanding the foregoing, if, during liquidation, the liquidating General Partner shall determine that an immediate sale of part or all of the Partnership's assets would be impermissible, impractical or cause undue loss to the Partners, the General Partner may either (i) defer liquidation of, or and withhold from distribution for a reasonable time, any assets of the Partnership (including except those necessary to satisfy the Partnership’s Partnership debts and obligationsobligations (other than Subordinated Loans), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp), Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until the Partnership is dissolved and its affairs are wound up upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner or any other event that results in the General Partner ceasing to be a general partner of the Partnership under the Act unless (A) the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof; provided that if a General Partner is on , or (B) at the date time of the occurrence of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a event there is at least one remaining general partner in such partnership shall not be an event of dissolution of the Partnership if who is hereby authorized to and does carry on the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this AgreementPartnership;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full); or;
(iii) the redemption of all Limited Partnership Interests, unless the General Partner determines to continue the Partnership by the admission of one or more Additional Limited Partners effective as of such redemption;
(iv) the election in writing by the General Partner that the Partnership should be dissolved;
(v) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act; or
(vi) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof), the General Partner (or, if dissolution of the Partnership should occur by reason of Section 2.04(a)(i) or its trusteethe General Partner is unable to act as liquidator, receiver, successor a liquidating trustee of the Partnership or legal representativeother representative designated by the Consent of the Class A Limited Partners) shall amend or cancel any Certificate(s) and proceed to wind up the affairs of the Partnership, liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner or the liquidating trustee, as the case may be, may, subject to the Act, either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) The Partnership shall terminate when (i) all of the assets of the Partnership, after payment of 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 Agreement and (ii) the Certificate of Limited Partnership of the Partnership shall have been canceled in the manner required by the Act.
Appears in 2 contracts
Samples: Merger Agreement (American Realty Capital Trust, Inc.), Merger Agreement (Realty Income Corp)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.3 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (InPoint Commercial Real Estate Income, Inc.), Limited Partnership Agreement (InPoint Commercial Real Estate Income, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (NorthStar Real Estate Income II, Inc.), Limited Partnership Agreement (NorthStar Real Estate Income II, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until the Partnership is dissolved and its affairs are wound up upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner or any other event that results in the General Partner ceasing to be a general partner of the Partnership under the Act unless (A) the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof; provided that if a General Partner is on , or (B) at the date time of the occurrence of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a event there is at least one remaining general partner in such partnership shall not be an event of dissolution of the Partnership if who is hereby authorized to and does carry on the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this AgreementPartnership;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full); or;
(iii) the redemption of all Limited Partnership Interests, unless the General Partner determines to continue the Partnership by the admission of one or more additional Limited Partners effective as of such redemption;
(iv) the election in writing by the General Partner that the Partnership should be dissolved;
(v) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act; or
(vi) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof), the General Partner (or, if dissolution of the Partnership should occur by reason of Section 2.04(a)(i) or its trusteethe General Partner is unable to act as liquidator, receiver, successor a liquidating trustee of the Partnership or legal representativeother representative designated by a Majority in Interest) shall amend or cancel any Certificate(s) and proceed to wind up the affairs of the Partnership, liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner or the liquidating trustee, as the case may be, may, Subject to the Act, either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) The Partnership shall terminate when (i) all of the assets of the Partnership, after payment of 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 Agreement and (ii) the Certificate of Limited Partnership of the Partnership shall have been canceled in the manner required by the Act.
Appears in 2 contracts
Samples: Limited Partnership Agreement (American Realty Capital Properties, Inc.), Limited Partnership Agreement (American Realty Capital Properties, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that, notwithstanding any other provision of this Agreement or applicable law, the Partnership shall be dissolved sooner upon the first to occur happening of any of the following eventsDissolution Events and, with respect to subparagraph 2.04(i), the General Partner shall cease to have any authority to act on behalf of, or any management powers with respect to, the Partnership, including without limitation the power to file a bankruptcy petition on behalf of the Partnership, immediately upon the occurrence of such event:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the retirement, expulsion, resignation, removal, dissolution, death, removal insanity, or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Units (other than any of such units held by the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership, the Partnership (unless shall not liquidate the business Properties, except as expressly permitted by the Instruments, without the consent of the Partnership is continued pursuant Lender, which may continue to Section 7.3(b) hereof)exercise all of its rights under the Instruments and the other Loan Documents and shall have the complete and independent ability to retain the Properties until all related debt has been paid in full or otherwise completely discharged. After all the debt on the Properties has been paid in full or completely discharged, the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and the certificate and, in accordance with Section 5.06 hereof, either liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy distribute the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind's assets.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Innkeepers Usa Trust/Fl), Limited Partnership Agreement (Innkeepers Usa Trust/Fl)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full);
(iii) the redemption of all Limited Partnership Interests (other than any such Limited Partnership Interests held by the General Partner), unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Chatham Lodging Trust), Limited Partnership Agreement (Pebblebrook Hotel Trust)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved earlier upon the first to occur of any of the following events:events (each, a “Liquidating Event”):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided ), provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (United Development Funding IV), Limited Partnership Agreement (United Development Funding IV)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests, Preferred Limited Partnership Interests and Series A Preferred Units (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.2(b) hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Sentio Healthcare Properties Inc), Securities Purchase Agreement (Sentio Healthcare Properties Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets (other than any assets the General Partner (or its trustee, receiver, successor or legal representative) chooses to distribute in kind. Upon liquidation of the Partnership, in accordance with the terms of Section XIX, Article LIV, (IV) of the AMA (Distribution of Remaining Assets upon Termination and apply Liquidation of the Asset Management Plan), the Partnership will distribute available cash first in amounts to be used for payment of, or adequate provision for, debts, obligations and distribute liabilities of the proceeds thereof QDII, the US L.P., the General Partner and the Partnership, including (i) the return of all investors’ capital in the QDII and the US L.P., (ii) reimbursement of any unreimbursed Formation Costs (as defined in the Expense Reimbursement Agreement) pursuant to the terms of the Expense Reimbursement Agreement; and (iii) payment of any accrued but unpaid Asset Management Fees and Asset Management Catch-Up Fees. To the extent deemed advisable by the General Partner, appropriate arrangements (including the use of a liquidating trust) may be made to assure that adequate funds are available to pay any contingent debts or obligations. Any remaining cash or assets will be distributed to the Partners in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations5.2(b), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (OPC Residential Properties Trust, Inc.), Limited Partnership Agreement (OPC Residential Properties Trust, Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or;
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity;
(iv) The election by the General Partner that the Partnership should be dissolved; or
(v) An entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (West Coast Realty Trust, Inc.), Limited Partnership Agreement (West Coast Realty Trust, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2099, except that the Partnership shall be dissolved earlier upon the first to occur of any of the following events:events ("Liquidating Events"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided , provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may may, in its sole discretion, elect either to (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Plymouth Industrial REIT Inc.), Limited Partnership Agreement (Plymouth Opportunity REIT Inc.)
Term and Dissolution. (a) The term Partnership commenced business as a limited partnership upon the date of the Certificate. The Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved earlier upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, deathtermination, removal or withdrawal of a General Partner Partner, unless in each case the business of the Partnership is continued pursuant to Section 7.3(b7.03(b); however, none of the foregoing shall be deemed to have occurred (x) hereof; provided that on account of merger or liquidation of the General Partner into one or more of its Subsidiaries or (y) if a General Partner is on the date of such occurrence a partnership, the dissolution of such the General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as all consideration in respect of such note or notes are paid disposition has been received in full); or
(iii) the election by the General Partner that the Partnership should be dissolved; or
(iv) dissolution required by applicable law.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof7.03(b)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Uniti Group Inc.), Limited Partnership Agreement (Uniti Group Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2075, except that the Partnership shall be dissolved earlier upon the first to occur of any of the following events:events (“LIQUIDATING EVENTS”):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided , provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) pursuant to Section 8.5 hereof; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (GLADSTONE LAND Corp), Limited Partnership Agreement (Gladstone Commercial Corp)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the [reserved]
(iv) The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Wells Real Estate Investment Trust Ii Inc), Limited Partnership Agreement (Institutional REIT, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate of Limited Partnership in the office of the Secretary of State of the State of Delaware on July 22, 2022, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.7. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cohen & Steers Income Opportunities REIT, Inc.), Limited Partnership Agreement (Cohen & Steers Income Opportunities REIT, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hersha Hospitality Trust), Limited Partnership Agreement (Hersha Hospitality Trust)
Term and Dissolution. (a) The term of the Partnership is perpetual, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a the General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03 (b) hereof; provided that if a the General Partner is on the date of such occurrence a partnership, the dissolution of such the General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such the General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such the General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full);
(iii) The redemption of all Limited Partnership Interests; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03 (b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (MHI Hospitality CORP), Limited Partnership Agreement (MHI Hospitality CORP)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2046, except that the Partnership shall be dissolved and its assets liquidated prior to such date upon the first to occur of any of the following events:events ("Liquidating Events"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the The sale or other disposition of all or substantially all of the assets of the Partnership Partnership;
(provided that if ii) The Withdrawal of a General Partner, unless the Partnership receives an installment obligation is continued as consideration for such sale or other disposition, provided in Section 7.2(a);
(iii) The election to dissolve the Partnership shall continue, unless sooner dissolved under made in writing by the provisions General Partner with the Consent of this Agreement, until such time as such note or notes are paid in full)the Investment Limited Partner and any Requisite Approvals;
(iv) The entry of a final decree of dissolution of the Partnership by a court of competent jurisdiction; or
(iiiv) Any other event which causes the election by the General Partner that dissolution of the Partnership should be dissolvedunder the Act if the Partnership is not reconstituted pursuant to the provisions of Section 7.2 or Section 7.3.
(b) Upon the dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)Partnership, the General Partner (or for purposes of this paragraph, its trusteetrustees, receiver, successor receivers or legal representativesuccessors) shall amend or cancel any Certificate(s) cause the cancellation of the Certificate and shall liquidate the Partnership’s Partnership assets and apply and distribute the proceeds thereof in accordance with the provisions of Section 5.6 hereof10.3, unless the Investment Limited Partner elects to reconstitute the Partnership and continue its business as provided in Section 7.2 or 7.3, in which case the Partnership assets shall be transferred to the new Partnership as provided in such Section. Notwithstanding the foregoing, if, during liquidation, the liquidating General Partner shall determine that an immediate sale of part or all of the Partnership's assets would be impermissible, impractical or cause undue loss to the Partners, the General Partner may either (i) defer liquidation of, or and withhold from distribution for a reasonable time, any assets of the Partnership (including except those necessary to satisfy the Partnership’s Partnership debts and obligationsobligations (other than Subordinated Loans), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp), Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until April 30, 2050, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and an such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Partnership Agreement (Investors Real Estate Trust), Limited Partnership Agreement (Investors Real Estate Trust)
Term and Dissolution. (a) The term of Partnership’s existence shall be perpetual, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a of the General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided provided, that if a the General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided Partnership; provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full;
(iii) The redemption of all Limited Partnership Interests (other than Limited Partnership Interests held by the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Capital Lodging), Limited Partnership Agreement (Capital Lodging)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate of Limited Partnership in the office of the Secretary of State of the State of Delaware on February 6, 2023, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trusteeTrustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (North Haven Net REIT), Limited Partnership Agreement (North Haven Net REIT)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2099, except that the Partnership shall be dissolved earlier upon the first to occur of any of the following events:events (“Liquidating Events”):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided , provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may may, in its sole discretion, elect either to (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Plymouth Industrial REIT Inc.), Limited Partnership Agreement (Plymouth Opportunity REIT Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until be perpetual, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Dividend Capital Diversified Property Fund Inc.), Limited Partnership Agreement (Dividend Capital Diversified Property Fund Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until the Partnership is dissolved as provided by law or upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof2.04(c); provided provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation one or more obligations as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as all of such note or notes obligations are paid or satisfied in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the Company or any Subsidiary thereof); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved, which election shall not be made prior to the expiration of the Restricted Period.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b2.04(c)) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) Notwithstanding Section 2.04(a)(i), upon the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death or withdrawal of a General Partner, the Limited Partners, within 90 days after such occurrence, may elect to continue the Partnership for the balance of the term specified in Section 2.04(a) by selecting, subject to Section 7.02 and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue 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.
(d) The General Partner shall provide written notice to the Limited Partners of an anticipated liquidation and dissolution of the Partnership at least thirty (30) days prior to the anticipated time at which such liquidation and dissolution will occur, with the understanding that the Limited Partners shall have the opportunity to exercise their rights of Redemption pursuant to Section 8.05 prior to such liquidation and dissolution, subject to the restrictions on redemption set forth herein (other than Sections 8.05(c), (d), and (e)) and with the Specified Redemption Date to be not later than the date on which the first liquidating distribution would be made by the Partnership, notwithstanding any other provision of this Agreement. Such notice shall include a notification to the effect that a Limited Partner may receive an amount on the liquidation and dissolution that is different, perhaps by a material amount, from the amount that it would receive upon the Redemption of its Units pursuant to Section 8.05.
Appears in 2 contracts
Samples: Limited Partnership Agreement (United Dominion Realty L P), Limited Partnership Agreement (UDR, Inc.)
Term and Dissolution. (a) The term of the Partnership shall commence on formation pursuant to Section 2.1 and shall continue in full force and effect until May __, 2065, unless the Partnership is dissolved prior to that date upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Berkeley Income Trust, Inc.), Limited Partnership Agreement (Berkeley Income Trust, Inc.)
Term and Dissolution. (a) The term Partnership commenced upon the filing for record of the Certificate in the office of the Secretary of State of the State of Delaware on August 5, 2016, and shall continue indefinitely, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.7. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.), Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved earlier upon the first to occur of any of the following events:events ("LIQUIDATING EVENTS"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided 7.03(b), provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof7.03(b)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cole Credit Property Trust II Inc), Limited Partnership Agreement (Cole Credit Property Trust II Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2035, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Dividend Capital Diversified Property Fund Inc.), Limited Partnership Agreement (Dividend Capital Total Realty Trust Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2038, except that the Partnership shall be dissolved and its assets liquidated prior to such date upon the first to occur of any of the following events:events ("Liquidating Events"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the The sale or other disposition of all or substantially all of the assets of the Partnership Partnership;
(provided that if ii) The Withdrawal of a General Partner, unless the Partnership receives an installment obligation is continued as consideration for such sale or other disposition, provided in Section 7.2;
(iii) The election to dissolve the Partnership shall continue, unless sooner dissolved under made in writing by the provisions General Partner with the Consent of this Agreement, until such time as such note or notes are paid in full)the Investment Limited Partner and any Requisite Approvals;
(iv) The entry of a final decree of dissolution of the Partnership by a court of competent jurisdiction; or
(iiiv) Any other event which causes the election by the General Partner that dissolution of the Partnership should be dissolvedunder the Act if the Partnership is not reconstituted pursuant to the provisions of Section 7.2 or Section 7.3.
(b) Upon the dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)Partnership, the General Partner (or for purposes of this paragraph, its trusteetrustees, receiver, successor receivers or legal representativesuccessors) shall amend or cancel any Certificate(s) cause the cancellation of the Certificate and shall liquidate the Partnership’s Partnership assets and apply and distribute the proceeds thereof in accordance with the provisions of Section 5.6 hereof10.3, unless the Investment Limited Partner elects to reconstitute the Partnership and continue its business as provided in Section 7.2 or 7.3, in which case the Partnership assets shall be transferred to the new Partnership as provided in such Section. Notwithstanding the foregoing, if, during liquidation, the liquidating General Partner shall determine that an immediate sale of part or all of the Partnership's assets would be impermissible, impractical or cause undue loss to the Partners, the General Partner may either (i) defer liquidation of, or and withhold from distribution for a reasonable time, any assets of the Partnership (including except those necessary to satisfy the Partnership’s Partnership debts and obligationsobligations (other than Subordinated Loans), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Boston Capital Tax Credit Fund Iv Lp)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until the Partnership is dissolved and its affairs are wound up upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner or any other event that results in the General Partner ceasing to be a general partner of the Partnership under the Act unless (A) the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof; provided that if a General Partner is on , or (B) at the date time of the occurrence of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a event there is at least one remaining general partner in such partnership shall not be an event of dissolution of the Partnership if who is hereby authorized to and does carry on the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this AgreementPartnership;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full); or;
(iii) the redemption of all Limited Partnership Interests, unless the General Partner determines to continue the Partnership by the admission of one or more additional Limited Partners effective as of such redemption;
(iv) the election in writing by the General Partner that the Partnership should be dissolved;
(v) at any time there are no limited partners of the Partnership, unless the business of the Partnership is continued in accordance with the Act; or
(vi) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.04(b) hereof), the General Partner (or, if dissolution of the Partnership should occur by reason of Section 2.04(a)(i) or its trusteethe General Partner is unable to act as liquidator, receiver, successor a liquidating trustee of the Partnership or legal representativeother representative designated by a Majority in Interest) shall amend or cancel any Certificate(s) and proceed to wind up the affairs of the Partnership, liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner or the liquidating trustee, as the case may be, may, subject to the Act, either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) The Partnership shall terminate when (i) all of the assets of the Partnership, after payment of 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 Agreement and (ii) the Certificate of Limited Partnership of the Partnership shall have been canceled in the manner required by the Act.
Appears in 1 contract
Samples: Limited Partnership Agreement (American Realty Capital Trust, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved earlier upon the first to occur of any of the following events:events ("Liquidating Events"):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided , provided, that if a General Partner is on the date -------- of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that -------- if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wells Real Estate Investment Trust Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until June 15, 2049 except that the Partnership shall be dissolved upon the first to occur happening of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other taxable disposition of all or substantially all of the assets of the Partnership (Partnership; provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The conversion of all Limited Partnership Interests; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution distribution, for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Western Properties Trust)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved earlier upon the first to occur of any of the following events:events (“ Liquidating Events ”):
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided ), provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partnerspartners thereof, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided provided, that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are obligation is paid in full);
(iii) the exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.6. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Cole Credit Property Trust Iv, Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(ba) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2090 except that the Partnership shall be dissolved upon the first to occur happening of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that PROVIDED THAT if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership Partnership; (provided that PROVIDED THAT if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the Company); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution distribution, for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Presidential Realty Corp/De/)
Term and Dissolution. (a) i. The term of the Partnership shall continue in full force and effect until December 31, 2073 except that the Partnership shall be dissolved upon the first to occur happening of any of the following events:
(i1) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that PROVIDED THAT if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii2) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership Partnership; (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(3) The redemption of all Limited Partnership Interests (other than any of such interests held by the Company); or
(iii4) the The election by the General Partner that the Partnership should be dissolved.
(b) ii. Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution distribution, for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Capital Automotive Reit)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), ) or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wells Total Return REIT, Inc.)
Term and Dissolution. (a) The term of Partnership’s existence shall be perpetual, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) The Bankruptcy of the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b6.03(b) hereof; provided that if a the General Partner is on the date of such occurrence a partnershippartnership or limited liability company, the dissolution of such the General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner or member in such partnership or limited liability company shall not be an event of dissolution of the Partnership if the business of such the General Partner is continued by the remaining partner partners) or partnersmember(s), either alone or with additional partners, and such the General Partner and such partners partners, comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an one or more installment obligation obligations as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes obligations are discharged and paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b6.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 4.07 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (MPT of West Anaheim, LLC)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof7.03(b); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if unless the Partnership receives an installment obligation obligations as consideration for such sale or other disposition, in which event the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes installment obligations are paid in full);
(iii) the redemption of all Limited Partnership Interests (other than any such Limited Partnership Interests held by the General Partner), unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or
(iiiiv) the election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof7.03(b)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Legacy Healthcare Properties Trust Inc.)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity unless the General Partner determines to continue the term of the Partnership by the admission of one or more additional Limited Partners; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Community Healthcare Trust Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that PROVIDED THAT if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that PROVIDED THAT if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ocwen Asset Investment Corp)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2071 except that the Partnership shall be dissolved upon the first to occur happening of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that PROVIDED THAT if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership Partnership; (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by GTA LP); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution distribution, for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Golf Trust of America Inc)
Term and Dissolution. (a) The term of Partnership’s existence shall be perpetual, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) The Bankruptcy of the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b6.03(b) hereof; provided that if a the General Partner is on the date of such occurrence a partnershippartnership or limited liability company, the dissolution of such the General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner or member in such partnership or limited liability company shall not be an event of dissolution of the Partnership if the business of such the General Partner is continued by the remaining partner or partnerspartner(s)or member(s), either alone or with additional partners, and such the General Partner and such partners partners, comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an one or more installment obligation obligations as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes obligations are discharged and paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b6.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 4.07 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (MPT of West Anaheim, LLC)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until the Partnership is dissolved as provided by law or upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof2.04(c); provided provided, that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation one or more obligations as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as all of such note or notes obligations are paid or satisfied in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the Company or any Subsidiary thereof); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b2.04(c)) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) Notwithstanding Section 2.04(a)(i), upon the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death or withdrawal of a General Partner, the Limited Partners, within 90 days after such occurrence, may elect to continue the Partnership for the balance of the term specified in Section 2.04(a) by selecting, subject to Section 7.02 and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue 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 (United Dominion Realty Trust Inc)
Term and Dissolution. (a) The term of Partnership shall have perpetual duration, except that the Partnership shall continue in full force and effect until be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a the last remaining General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnershippartnership or limited liability company, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership or member of such limited liability company shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner partners or partnersmembers, either alone or with additional partnerspartners or members, and such General Partner and such partners or members comply with any other applicable requirements of this Agreement;; or
(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), ) or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (ExchangeRight Income Fund)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until be perpetual, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;.
(ii) the The passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
(iii) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a ------------- partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the ------------- Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) There are no Limited Partners remaining; or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including Partnership(including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Prentiss Properties Trust/Md)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2051, except that the General Partner, in its sole discretion, may extend the term of the Partnership and the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal death or withdrawal of a General Partner unless the Partnership is reconstituted and its business of the Partnership is continued pursuant to Section 7.3(b) hereof2.04(c); provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation one or more obligations as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as all of such note or notes obligations are paid or satisfied in full);
(iii) The redemption of all Limited Partnership Interests (other than any of such interests held by the Company or any Subsidiary thereof); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the Partnership is reconstituted and its business of the Partnership is continued pursuant to Section 7.3(b) hereof2.04(c)), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof5.06. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
(c) Notwithstanding Section 2.04(a)(i), upon the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death or withdrawal of a General Partner, the Limited Partners, within 90 days after such occurrence, may elect to reconstitute the Partnership and continue the business of the Partnership for the balance of the term specified in Section 2.04(a) by selecting, subject to Section 7.02 and any other provisions of this Agreement, a substitute General Partner by unanimous consent of the Limited Partners. If the Limited Partners elect to reconstitute 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 (United Dominion Realty Trust Inc)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2040, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the : The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the ; The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or
The exchange of all Limited Partnership Interests (iiiother than any of such interests held by the General Partner or Affiliates of the General Partner) for REIT Shares or the securities of any other entity; or The election by the General Partner that the Partnership should be dissolved.
(b) . Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind.either
Appears in 1 contract
Samples: Limited Partnership Agreement (Americold Realty Trust)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2050, except that the Partnership shall be dissolved upon the first to occur of any of the following events:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full); or;
(iii) the The exchange of all Limited Partnership Interests; or]
(iv) The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof), the General Partner (or its trustee, receiver, successor or legal representative) shall amend or cancel any Certificate(s) the Certificate and liquidate the Partnership’s 's assets and apply and distribute the proceeds thereof in accordance with Section 5.6 5.06 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s 's debts and obligations), or (ii) distribute the assets to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hudson Hotels Trust)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until dissolved upon the first to occur of any of the following eventsTHE TERM OF THE PARTNERSHIP SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL DECEMBER 31, 2050, EXCEPT THAT THE PARTNERSHIP SHALL BE DISSOLVED UPON THE FIRST TO OCCUR OF ANY OF THE FOLLOWING EVENTS:
(i) the The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b7.03(b) hereof; provided that PROVIDED THAT if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the The passage of ninety (90) 90 days after the sale or other disposition of all or substantially all of the assets of the Partnership (provided that PROVIDED THAT if the Partnership receives an installment obligation as consideration for such sale or other disposition, the Partnership shall continue, unless sooner dissolved under the provisions of this Agreement, until such time as such note or notes are paid in full);
(iii) The exchange of all Limited Partnership Interests (other than any of such interests held by the General Partner or Affiliates of the General Partner); or
(iiiiv) the The election by the General Partner that the Partnership should be dissolved.
(b) Upon dissolution of the Partnership UPON DISSOLUTION OF THE PARTNERSHIP (unless the business of the Partnership is continued pursuant to Section 7.3(bUNLESS THE BUSINESS OF THE PARTNERSHIP IS CONTINUED PURSUANT TO SECTION 7.03(b) hereofHEREOF), the General Partner THE GENERAL PARTNER (or its trusteeOR ITS TRUSTEE, receiverRECEIVER, successor or legal representativeSUCCESSOR OR LEGAL REPRESENTATIVE) shall amend or cancel any Certificate(s) and liquidate the Partnership’s assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereofSHALL AMEND OR CANCEL THE CERTIFICATE AND LIQUIDATE THE PARTNERSHIP'S ASSETS AND APPLY AND DISTRIBUTE THE PROCEEDS THEREOF IN ACCORDANCE WITH SECTION 5.06 HEREOF. Notwithstanding the foregoingNOTWITHSTANDING THE FOREGOING, the liquidating General Partner may either THE LIQUIDATING GENERAL PARTNER MAY EITHER (i) defer liquidation ofDEFER LIQUIDATION OF, or withhold from distribution for a reasonable timeOR WITHHOLD FROM DISTRIBUTION FOR A REASONABLE TIME, any assets of the Partnership ANY ASSETS OF THE PARTNERSHIP (including those necessary to satisfy the Partnership’s debts and obligationsINCLUDING THOSE NECESSARY TO SATISFY THE PARTNERSHIP'S DEBTS AND OBLIGATIONS), or OR (ii) distribute the assets to the Partners in kindDISTRIBUTE THE ASSETS TO THE PARTNERS IN KIND.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ocwen Asset Investment Corp)
Term and Dissolution. (a) A. The term of the Partnership Company shall continue in full force and effect until December 31, 2050, except that the Company shall be dissolved prior to such date upon the first to occur happening of any of the following events:
(i) the occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, death, removal or withdrawal of a General Partner unless the business The termination of the Partnership is continued pursuant to Section 7.3(b) hereof; provided that if a General Partner is on the date of such occurrence a partnership, the dissolution of such General Partner as a result of the dissolution, death, withdrawal, removal Lease or Event of Bankruptcy of a partner in such partnership shall not be an event of dissolution of the Partnership if the business of such General Partner is continued by the remaining partner or partners, either alone or with additional partners, and such General Partner and such partners comply with any other applicable requirements of this Agreement;
(ii) the passage of ninety (90) days after the sale or other disposition of all or substantially all of the assets of the Partnership Company (provided that including, without limitation, the Leasehold Interest);
(ii) The occurrence of a Terminating Event if the Partnership receives an installment obligation as consideration for such sale or other disposition, Members elect not to continue the Partnership shall continue, unless sooner dissolved under business of the Company pursuant to the provisions of this AgreementSection 10;
(iii) The election to dissolve the Company made in writing by the Managing Member with the Consent of the Investor Member and, until such time as such note or notes are paid in full)if required, any Requisite Approvals; or
(iiiiv) The entry of a final decree of dissolution of the election Company by the General Partner that the Partnership should be dissolveda court of competent jurisdiction.
B. The Company shall not terminate solely as a consequence of the Bankruptcy, insolvency, appointment of a receiver, liquidator, assignee, trustee or sequestrator (bor other similar official) of a Member of the Company or a substantial part of such Member’s property, or assignment for the benefit of its creditors, or an admission in writing of the inability to pay its debts generally as they become due, or any similar action, of one or more of the Members, so long as there remains a solvent Managing Member of the Company.
C. Upon dissolution of the Partnership Company (unless the business of the Partnership Company is continued pursuant to the provisions of Section 7.3(b) hereof10), the General Partner Managing Member (or its trusteetrustees, receiverreceivers, successor successors or legal representativerepresentatives) shall amend or cancel any Certificate(s) cause the cancellation of the Articles and liquidate the Partnership’s Company assets and apply and distribute the proceeds thereof in accordance with Section 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, or withhold from distribution for a reasonable time, any assets of the Partnership (including those necessary to satisfy the Partnership’s debts and obligations), or (ii) distribute the assets to the Partners in kind6.3.
Appears in 1 contract
