§ 121-801. Nonjudicial dissolution. A limited partnership is dissolved
and its affairs shall be wound up upon the happening of the first to
occur of the following:

(a) at the time, if any, provided in the certificate of limited
partnership;

(b) at the time or upon the happening of events specified in the
partnership agreement;

(c) subject to any requirement in the partnership agreement requiring
approval by any greater or lesser percentage of limited partners and
general partners, upon the written consent (1) of all of the general
partners and (2) of a majority in interest of each class of limited
partners;

(d) an event of withdrawal of a general partner unless (1) at the time
there is at least one other general partner and the partnership
agreement permits the business of the limited partnership to be carried
on by the remaining general partner and that partner does so, or (2)
unless the partnership agreement provides otherwise, if within ninety
days after the withdrawal of the last general partner, not less than a
majority in interest of the limited partners agree in writing to
continue the business of the limited partnership and to the appointment,
effective as of the date of withdrawal, of one or more additional
general partners if necessary or desired; or

(e) entry of a decree of judicial dissolution under section 121-802 of
this article.

(f) a limited partnership whose original certificate of limited
partnership was filed with the secretary of state and effective prior to
the effective date of this subdivision shall continue to be governed by
this section as in effect on such date and shall not be governed by this
section, unless otherwise provided in the partnership agreement.