Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until 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, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof; (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 5.7 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 8 contracts
Samples: Limited Partnership Agreement (Hines Global Income Trust, Inc.), Limited Partnership Agreement (Hines Global Income Trust, Inc.), Limited Partnership Agreement (Hines Global Reit Ii, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until 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, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof;
(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 5.7 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 (Hines Global REIT, Inc.), Limited Partnership Agreement (Hines Global REIT, Inc.), Limited Partnership Agreement (Hines Global REIT, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until 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, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof;
(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 5.7 5.5 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 (HGR Liquidating Trust)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until the first to occur of any of the following events:
(i) The occurrence of an Event of Bankruptcy as to a the General Partner or the dissolution, removal or withdrawal of a the General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof;
(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 5.7 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 (NRI Real Estate Investment & Technology, 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 the dissolution of an Event Xxxxxxxxx REIT together with the consent of Bankruptcy as to a the General Partner or and the dissolution, removal or withdrawal of a General Partner unless the business consent of the Partnership is continued pursuant to Section 7.3(b) hereofMajority in Interest;
(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 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
(iiiiv) The 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(b) hereof)Partnership, 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 5.7 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: Agreement of Limited Partnership (Ellington Residential Mortgage REIT)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until December 31, 2097, except that the Partnership shall be sooner dissolved as provided in Section 8.4 or upon the first to occur of any of the following events:
(i) The occurrence of an Event of Bankruptcy as election to a dissolve the Partnership made by the General Partner or upon approval by the dissolution, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereofSpecial Limited Partner;
(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 Properties; provided, however, that if the Partnership receives an 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 paid in full)full or otherwise satisfied;
(iii) the redemption of all Common Partnership Units held by Limited Partners; or
(iiiiv) The election by the General Partner that entry of a decree of judicial dissolution of the Partnership should be dissolvedpursuant 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)Partnership, 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 Partnership Properties, applying and apply and distribute distributing the proceeds thereof in accordance with Section 5.7 5.6 hereof. Notwithstanding the foregoing, the liquidating General Partner may either (i) defer liquidation of, of or withhold from distribution distribution, for a reasonable time, any assets of the Partnership Properties (including those necessary to satisfy the Partnership’s 's debts and obligations), ) or (ii) distribute the assets Partnership Properties to the Partners in kind.
Appears in 1 contract
Samples: Limited Partnership Agreement (Insignia Properties Trust /)
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 January 3, 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 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(b) hereof);
(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 5.7 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 (Fortress Net Lease REIT)
Term and Dissolution. (a) i. The term of the Partnership shall continue in full force and effect until the first to occur of any of the following events:
(i) 1. The occurrence of an Event of Bankruptcy as to a General Partner or the dissolution, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof;
(ii) 2. 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) 3. 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(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 5.7 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 (Hines Global Income Trust, Inc.)
Term and Dissolution. (a) The term of the Partnership shall continue in full force and effect until 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, removal or withdrawal of a General Partner unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof;
(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 Sponsor General Partner that the Partnership should be dissolved, subject to the consent of the REIT General Partner.
(b) Upon dissolution of the Partnership (unless the business of the Partnership is continued pursuant to Section 7.3(b) hereof), the Sponsor 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 5.7 hereof. Notwithstanding the foregoing, the liquidating Sponsor 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 (NRI Real Token Inc.)