Section 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.