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ARTICLE 9 <br />GNATION, DISSOLUTION, BANKRUPTCY OR INSOLVENCY OF THE <br />GENERAL PARTNER <br />9.01 Resiunation of General Partner. The General Partner may elect to resign from <br />the P utnership upon giving at least sixty (60) days', but not more than one hundred twenty (120) <br />days' notice, in writing, to the Limited Partners of its intention to do so. In the event the Limited <br />Partr ers do not elect to continue the Partnership as provided below, the Partnership shall be <br />diss ved on the effective date of the General Partner's retirement, and the General Partner shall <br />win up and liquidate the Partnership as provided below. <br />the <br />to <br />and <br />the I <br />such <br />shall <br />such <br />and t <br />Of th <br />P <br />such <br />the <br />9.02 Dissolution, Bankruntcv, or Insolvency of General Partner. In the event of <br />ssolution, bankruptcy or insolvency of the General Partner, the Limited Partners may elect <br />itinue the Partnership pursuant to the provisions of this Article. In the event the Limited <br />.rs do not elect to continue the Partnership, the Partnership shall be dissolved, in which <br />one or more Limited Partner or Partners designated by the Limited Partners shall wind up <br />4uidate the Partnership. <br />9.03 Continuation of Partnership. In the event of the resignation, dissolution, <br />aptcy or insolvency of the General Partner, the Limited Partners may, by written consent of <br />4ders of a majority of Limited Partnership Units, within ninety (90) days after notice of <br />-vent, elect to continue the Partnership. In such event, the Limited Partners, by written <br />at of the holders of a majority of Limited Partnership Units, shall designate from among <br />elves or a third party or parties a new General Partner or Partners, if such designated <br />i and/or persons shall consent to and accept such designation. If such new General Partner <br />accept such designation, the former General Partner's General Partnership Units shall <br />iatically convert to Limited Partnership Units and the new General Partner shall acquire <br />lumber of General Partnership Units, and for such consideration, as the Limited Partners <br />ie new General Partner shall agree. In addition, the new General Partner shall succeed to all <br />, rights, duties and obligations of the General Partner occurring from and after the date of <br />ARTICLE 10 <br />WAL, DISSOLUTION, BANKRUPTCY OR INCOMPETENCY OF A <br />LIMITED PARTNER <br />10.01 Withdrawal. A Limited Partner shall have no right to withdraw from the <br />10.02 Dissolution of Limited Partner. In the event of the dissolution of a Limited <br />, the Partnership shall not be dissolved nor shall its business terminate, but instead the <br />ee or transferees of the interests of such Limited Partner shall succeed to the rights of <br />imited Partner, subject to the provisions of this Agreement (but such transferee or <br />gees shall not become a substituted Limited Partner hereunder unless the consent of all of <br />;r Partners is obtained), and shall be entitled to receive the distributions of cash and other <br />