Common use of Disposition of General Partner’s Interests Clause in Contracts

Disposition of General Partner’s Interests. The General Partner shall have the right, from time to time, with the approval of a majority of the Voting Interests to effect a Disposition of all or any portion of its interests in the Partnership to one or more Persons and to admit the Person or Persons to whom such interest or portion thereof is Disposed as an additional or substituted General Partner. In the event any Person is admitted as a substituted General Partner, such admission shall occur contemporaneously with the withdrawal of the General Partner that disposes of its interest. Any additional or substituted General Partner shall continue the business of the Partnership. Notwithstanding anything in this Agreement to the contrary, any General Partner who voluntarily or involuntarily for any reason withdraws from the Partnership (including, without limitation, a withdrawal by a General Partner pursuant to Section 13.1(b)), or sells, transfers, or assigns his interest in the Partnership, shall be and remain liable for all obligations and liabilities incurred by him as a General Partner prior to the time of such withdrawal, sale, transfer, or assignment, but he shall be free of any obligation or liability as a General Partner incurred as a result of the activities of the Partnership from and after the time of such withdrawal, sale, transfer, or assignment.

Appears in 4 contracts

Samples: Limited Partnership Agreement (KCI Animal Health, LLC), Limited Partnership Agreement (KCI Animal Health, LLC), Limited Partnership Agreement (Kinetic Concepts Inc /Tx/)

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Disposition of General Partner’s Interests. The General Partner shall have the right, from time to time, with the approval of a majority of the Voting Interests to effect a Disposition of all or any portion of its interests in the Partnership to one or more Persons and to admit the Person or Persons to whom such interest or portion thereof is Disposed as an additional or substituted General Partner; provided, however such disposition must be approved by the shareholders and the board of directors of the General Partner. In the event any Person is admitted as a substituted General Partner, such admission shall occur contemporaneously with the withdrawal of the General Partner that disposes of its interest. Any additional or substituted General Partner shall continue the business of the Partnership. Notwithstanding anything in this Agreement to the contrary, any General Partner who voluntarily or involuntarily for any reason withdraws from the Partnership (including, without limitation, a withdrawal by a General Partner pursuant to Section 13.1(b)), or sells, transfers, or assigns his interest in the Partnership, shall be and remain liable for all obligations and liabilities incurred by him as a General Partner prior to the time of such withdrawal, sale, transfer, or assignment, but he shall be free of any obligation or liability as a General Partner incurred as a result of the activities of the Partnership from and after the time of such withdrawal, sale, transfer, or assignment.

Appears in 4 contracts

Samples: Visionary Lab Services (Eye Care Centers of America Inc), Ecca Management Services (Eye Care Centers of America Inc), Ecca Distribution Services (Eye Care Centers of America Inc)

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