Common use of Assignments and Withdrawal by the General Partner Clause in Contracts

Assignments and Withdrawal by the General Partner. Without the consent of Limited Partners with at least sixty-six and two-thirds percent (66-2/3%) of the aggregate Voting Interests of all Limited Partners, the General Partner shall not have the right to assign, pledge or otherwise transfer its interest as the general partner of the Partnership and the General Partner shall not have the right to withdraw from the Partnership; provided that, without the consent of the Limited Partners, the General Partner may, at the General Partner’s expense, be reconstituted as or converted into a corporation or other form of entity (any such reconstituted or converted entity being deemed to be the General Partner for all purposes hereof) by merger, consolidation or otherwise so long as such reconstitution or conversion does not have adverse tax or legal consequences for the Limited Partners. In the event of an assignment or other transfer of all of its interest as a general partner of the Partnership in conformity with this Section 10.2, the General Partner’s assignee or transferee shall be substituted in its place as general partner of the Partnership and the General Partner shall withdraw as a general partner of the Partnership.

Assignments and Withdrawal by the General Partner. Without the consent of Limited Partners (other than Defaulting Limited Partners) with at least sixty-six and two-thirds percent (66-2/3%) of the aggregate Voting Interests of all Limited Partners (other than Defaulting Limited Partners), the General Partner shall not have the right to assign, pledge or otherwise transfer its interest as the general partner of the Partnership and the General Partner shall not have the right to withdraw from the Partnership; provided that, without the consent of the Limited Partners, the General Partner may, at the General Partner’s expense, be reconstituted as or converted into a corporation or other form of entity (any such reconstituted or converted entity being deemed to be the General Partner for all purposes hereof) by merger, consolidation or otherwise so long as such reconstitution or conversion does not have adverse tax or legal consequences for the Limited PartnersPartners and a Majority in Interest shall not have made a reasonable objection to such transaction prior to the effective date of such transaction. In the event of an assignment or other transfer of all of its interest as a general partner of the Partnership in conformity accordance with this Section 10.2, the General Partner’s assignee or transferee shall be substituted in its place as general partner of the Partnership and the General Partner shall withdraw as a general partner of the Partnership.