Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partner. A General Partner will not be entitled to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). (b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution. (c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 14 contracts
Samples: Limited Partnership Agreement (Ares Management Corp), Limited Partnership Agreement (Ares Management Corp), Limited Partnership Agreement (Ares Management Corp)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partner. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 8.08 is hereby authorized to, and shall, continue the Partnership without dissolution.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 8 contracts
Samples: Limited Partnership Agreement (Carlyle Group L.P.), Limited Partnership Agreement (Carlyle Group L.P.), Limited Partnership Agreement (Carlyle Group L.P.)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole reasonable discretion of each incumbent General Partner. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof8.08. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 8.06 is hereby authorized to, and shall, continue the Partnership without dissolution.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Beneficient), Limited Partnership Agreement (Beneficient), Limited Partnership Agreement (GWG Holdings, Inc.)
Admissions, Withdrawals and Removals. (a) The General Partner may admit any Person as an additional Limited Partner upon such terms and conditions, including, without limitation, such Person’s consent to be bound by the terms of this Agreement in its capacity as a Limited Partner, as are determined by the General Partner in its sole discretion. No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification by Partners whose Percentage Interests exceed 50% of the Vested Percentage Interests of the Partners, and each incumbent Limited Partner agrees to provide a written consent or ratification to such admission of substitution as requested by the General Partner, which consent may . No Limited Partner will be given removed or withheld, or made subject entitled to such conditions as are determined by each incumbent General Partner, withdraw from being a Partner of the Partnership except in each case in the sole discretion of each incumbent General Partneraccordance with Section 8.11. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution.
(c) Except as otherwise provided in Article IX or the ActIX, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Evercore Inc.), Limited Partnership Agreement (Evercore Partners Inc.), Limited Partnership Agreement (Evercore Partners Inc.)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partner. A General Partner will not be entitled to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without commencement of winding up and dissolution.
(c) Except as otherwise provided in Article IX or the ActELP Law, no admission, substitution, withdrawal or removal of a Partner will cause the commencement of winding up and dissolution of the Partnership. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 4 contracts
Samples: Exempted Limited Partnership Agreement (Ares Management Corp), Limited Partnership Agreement (Ares Management Lp), Exempted Limited Partnership Agreement (Ares Management Lp)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partner. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner General Partner of the Partnership pursuant to this Section 8.8 8.08 is hereby authorized to, and shall, continue the Partnership without dissolution.
(c) Except as otherwise provided in Article IX hereof or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Summit Materials, Inc.), Limited Partnership Agreement (Summit Materials, Inc.), Limited Partnership Agreement (Summit Materials, Inc.)
Admissions, Withdrawals and Removals. (a) No Person may be admitted Subject to the Partnership terms of the OCG Operating Agreement, OCG shall have the right to (i) admit any Person as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may in all circumstances, shall be given or withhelda wholly-owned subsidiary of OCG, or made subject to such conditions and (ii) remove any Person serving as are determined by each incumbent the General Partner from its position as General Partner, in each case in the sole discretion of each incumbent ; provided that no such removal shall be effective unless another General PartnerPartner has been admitted hereunder (and not have previously been removed or withdrawn). A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have has been admitted hereunder (and not have previously been removed or withdrawn). Except as otherwise set forth in this Section 8.07(a), no General Partner shall withdraw from, be removed from or be admitted to the Partnership.
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution8.09.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Brookfield Oaktree Holdings, LLC), Limited Partnership Agreement (Oaktree Capital Group, LLC), Limited Partnership Agreement (Oaktree Capital Group, LLC)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partner. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn). Any additional General Partner or substitute general partner admitted as a General Partner of the Partnership pursuant to this Section 8.09 is hereby authorized to, and shall, continue the Partnership without dissolution.
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 8.11 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 3 contracts
Samples: Limited Partnership Agreement (PJT Partners Inc.), Limited Partnership Agreement (PJT Partners Inc.), Limited Partnership Agreement (PJT Partners Inc.)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partner. A General Partner will not be entitled to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 8.09 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 8.08 is hereby authorized to, and shall, continue the Partnership without dissolution.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Fifth Street Asset Management Inc.), Limited Partnership Agreement (Fifth Street Asset Management Inc.)
Admissions, Withdrawals and Removals. (a) A General Partner may not be removed.
(b) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of each incumbent Partners whose Class A Percentage Interests exceed 50% of the Class A Percentage Interests of all Partners in the aggregate; provided, however, that no such prior written consent or ratification shall be necessary for the substitution of KKR Group Holdings L.P. by any Person that is directly or indirectly 100% owned by KKR Group Holdings L.P., as a substitute General Partner, which consent may be given or withheld, or made subject any amendment and restatement of this Agreement to reflect such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partnersubstitution. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(bc) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution7.10.
(cd) Except as otherwise provided in Article IX VIII or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (KKR & Co. L.P.)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent or ratification of all the Limited Partners. The consent of all the Limited Partners shall be deemed to have been given in the event (and each incumbent Limited Partner agrees to provide a written consent or ratification to such admission of substitution as requested by the General Partner) such additional general partner, which consent may substitute general partner or Transfer has been approved of by Partners whose Percentage Interests exceed 50% of the Vested Percentage Interests of the Partners. No Limited Partner will be given removed or withheld, entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General PartnerSection 8.11. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution.
(c) Except as otherwise provided in Article IX or the ActIX, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Evercore Partners Inc.), Limited Partnership Agreement (Evercore Partners Inc.)
Admissions, Withdrawals and Removals. (a) No Person may be admitted Subject to the Partnership terms of the OCG Operating Agreement, OCG shall have the right to (i) admit any Person as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may in all circumstances, shall be given or withhelda wholly-owned subsidiary of OCG, or made subject to such conditions and (ii) remove any Person serving as are determined by each incumbent the General Partner from its position as General Partner, in each case in the sole discretion of each incumbent ; provided that no such removal shall be effective unless another General PartnerPartner has been admitted hereunder (and not have previously been removed or withdrawn). A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have has been admitted hereunder (and not have previously been removed or withdrawn). Except as otherwise set forth in this Section 8.07(a), no General Partner shall withdraw from, be removed from or be admitted to the Partnership.
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution8.09.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.To
Appears in 1 contract
Samples: Limited Partnership Agreement (Oaktree Capital Group, LLC)
Admissions, Withdrawals and Removals. (a) No Person may be admitted to the Partnership as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may be given or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole reasonable discretion of each incumbent General Partner. A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have been admitted hereunder (and not have previously been removed or withdrawn).
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof8.08. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 8.06 is hereby authorized to, and shall, continue the Partnership without dissolution.. 4860-7686-4714 v.2
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Lawlaw, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 1 contract
Admissions, Withdrawals and Removals. (a) No Person may be admitted Subject to the Partnership terms of the OCG Operating Agreement, OCG shall have the right to (i) admit any Person as an additional General Partner or substitute General Partner without the prior written consent of each incumbent General Partner, which consent may 42903935.5 31 in all circumstances, shall be given or withhelda wholly-owned subsidiary of OCG, or made subject to such conditions and (ii) remove any Person serving as are determined by each incumbent the General Partner from its position as General Partner, in each case in the sole discretion of each incumbent ; provided that no such removal shall be effective unless another General PartnerPartner has been admitted hereunder (and not have previously been removed or withdrawn). A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have has been admitted hereunder (and not have previously been removed or withdrawn). Except as otherwise set forth in this Section 8.07(a), no General Partner shall withdraw from, be removed from or be admitted to the Partnership.
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution8.09.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 1 contract
Samples: Limited Partnership Agreement (Oaktree Capital Group, LLC)
Admissions, Withdrawals and Removals. (a) No Person may be admitted From and after the Effective Date, subject to the Partnership terms of the OCH Operating Agreement, OCH shall have the right to (i) admit any Person as an additional General Partner or substitute General Partner, which, in all circumstances, shall be a wholly owned subsidiary of OCH and (ii) remove any Person serving as the General Partner without the prior written consent of each incumbent from its position as General Partner, which consent may ; provided that no such removal shall be given effective unless another General Partner has been admitted hereunder (and not have previously been removed or withheld, or made subject to such conditions as are determined by each incumbent General Partner, in each case in the sole discretion of each incumbent General Partnerwithdrawn). A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner shall have has been admitted hereunder (and not have previously been removed or withdrawn). Except as otherwise set forth in this Section 8.07(a), no General Partner shall withdraw from, be removed from or be admitted to the Partnership.
(b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.10 hereof. Any additional General Partner or substitute General Partner admitted as a general partner of the Partnership pursuant to this Section 8.8 is hereby authorized to, and shall, continue the Partnership without dissolution8.09.
(c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brookfield Oaktree Holdings, LLC)