Agenda - Council - 06/11/1985 - Special

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ARTICLE XV. ,Separation of a Partner SECTION 15.1 Bankruptcy or Insolvency - If a Partner files for relief under the United States Bankruptcy Code or is otherwise adjudicated insolvent, such Partner shall be deemed to be separated from the Partnership at the close of the month immediately preceding the date of such filing or adjudication. In such case, such Partner's interest in the Partnership shall be purchased as herein provided. SECTION 15.2 Voluntary Separation - A Partner may withdraw or retire from the Partnership after giving written notice to all other Partners; such Partner shall be deemed to be separated from the Partnership at the close of the month following the month in which such notice is given. In such case, such Partner's interest in the Partnership shall be purchased as herein provided. SECTION 15.3 Involuntary Transfer - In the event of an involuntary transfer of a Partner's interest, such Partner shall be deemed to have been separated from the Partnership at the close of the month immediately pcecedlng the date of such transfer. In such case, such Partner's interest shall be purchased as herein provided. For purposes of this Section~ an "involuntary transfer" shall mean any transfer or disposition of a Partner's interest under judicial order, legal process, execution~ attachment, garnishment, or enforcement of a pledge, trust or security interest. SECTION 15.5 Effect of Separation of Partner - In the event of the separation of a Partner from the Partnership, as provided in the preceding paragraphs, the business of the Partnership shall continue without interruption. If any such separation has effected a dissolution of the Partnership, the Partnership shall be deemed to be immediately reconstituted with all Partners other than the separated Partner or Partners. -9-