Election of Successor General Partner. Upon the withdrawal or termination of general partnership status of a General Partner, the remaining General Partner, if any, is hereby authorized to and shall continue the Partnership without dissolution. If all of the General Partners withdraw or their status is terminated pursuant to this Agreement or the Limited Partnership Act, the Limited Partner may, within ninety (90) days of such withdrawal or termination of status, consent in writing to continue the business of the Partnership and to the election, to be effective as of the date of such withdrawal or termination of status, of one or more successor General Partners. Such election may occur before or after the effectiveness of such withdrawal or termination; provided, however, that if such election occurs before such effectiveness, the person so elected shall not become the General Partner until such withdrawal or termination is effective and such person has executed an amendment to this Agreement and has filed any and all such amendments to the Certificate and other documents necessary to comply with the Limited Partnership Act, and shall agree to accept all accompanying liabilities, duties and obligations hereunder. The successor General Partner or General Partners shall purchase from the terminated or withdrawing General Partner its interest as general partner in the Partnership for an amount equal to its then capital account balance. If an additional or successor General Partner is admitted to the Partnership as provided in this Agreement, the additional or successor General Partner, together with all remaining General Partners, are hereby authorized to and shall continue the business of the Partnership without dissolution (and if a successor General Partner is admitted at a time when the withdrawing General Partner is the sole remaining General Partner, such successor shall be admitted as a General Partner immediately prior to the effective date of the withdrawal from the Partnership of the withdrawing General Partner and such successor General Partner shall continue the business of the Partnership without dissolution).
Election of Successor General Partner. If the General Partner withdraws from the Partnership pursuant to Section 12.1(b) or is removed pursuant to Section 12.2, the Partners may elect a Successor General Partner as the General Partner, by the affirmative vote of Limited Partners owning a Majority in Interest (or such greater percentage as required by applicable law) of the Percentage Interests owned by all Limited Partners. Any Person elected by the Partners to be Successor General Partner shall be admitted to the Partnership as Successor General Partner only upon the Partnership's receipt of a written assumption by such Person of all of the General Partner's rights and obligations hereunder (including the obligation to purchase the former General Partner's Percentage Interest pursuant to Section 12.4). If a Successor General Partner is admitted to the Partnership pursuant to this Section 12.3 on or before the effective date specified in the General Partner's notice of withdrawal pursuant to Section 12.1(b), such Successor General Partner shall continue the Partnership's business according to this Agreement.
Election of Successor General Partner. A. A Person shall be admitted as a Successor General Partner only if the following terms and conditions are satisfied:
1. Except as otherwise provided herein, the admission of such Person as a General Partner shall have been agreed to by the Consent of the Partners (other than the affected partner or its successor in interest);
2. The person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement and the Certificate, by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a Successor General Partner; and
3. An amended Certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation under the Act.
B. Notwithstanding Section 11.8(a) hereof, in the event Chelsea or Simon acquires the Entire Interest of the other pursuant to Section 11.3 or 11.4 then Chelsea or Simon or an Affiliate thereof, as the case may he, shall be admitted as a Successor General Partner without the Consent of all Partners pursuant to Section 11.8(a) hereof.
Election of Successor General Partner. If the General Partner withdraws from the Partnership pursuant to Section 12.1(b), the Partners may elect a Successor General Partner as the General Partner, by the affirmative vote of Limited Partners which own at least a majority of the Common Units which are owned by all Limited Partners. Any Person elected by the Partners to be Successor General Partner shall be admitted to the Partnership as Successor General Partner only upon the Partnership's receipt of a written assumption by such Person of all of the General Partner's rights and obligations hereunder (including the obligation to purchase the former General Partner's General Partnership Interest pursuant to Section 12.3). If a Successor General Partner is admitted to the Partnership pursuant to this Section 12.2 on or before the effective date specified in the General Partner's notice of withdrawal pursuant to Section 12.1(b), such Successor General Partner shall continue the Partnership's business according to this Agreement.
Election of Successor General Partner. If pursuant to SECTIONS 10.1.1 or 11.1.1 hereof, the Majority Limited Partners elect to reconstitute and continue the business of the Partnership, a successor General Partner shall be appointed by the Majority Limited Partners. Upon the selection of a successor General Partner, all steps necessary to effect the substitution of such successor, including, without limitation, the filing of an appropriate amendment to the Partnership's certificate of limited partnership and the Agreement, shall be performed by the successor General Partner. Notwithstanding the foregoing, if the General Partner ceases to act as General Partner, and if a successor General Partner is not elected within ninety (90) calendar days of such cessation, then the Partnership shall be dissolved and wound up in accordance with ARTICLE 11 hereof. Without limiting the generality of any other provision hereof, expenses incurred in the reformation, or attempted reformation, of the Partnership shall be deemed expenses of the Partnership.
Election of Successor General Partner. If the General Partner (or any successor General Partner) resigns or is removed pursuant to this Agreement, the Partnership shall continue and shall not be dissolved or the business wound up. In that event, Limited Partners owning in the aggregate a Limited Partnership Percentage of greater than 50% may, but are not required to, elect a successor General Partner. Upon the resignation or removal of the last remaining General Partner so that the Partnership has no remaining General Partner, then the business of the Partnership shall be continued and a successor General Partner shall be selected before the effectiveness of such resignation or removal by the same vote of the Limited Partners with such selection to be effective as of the date of resignation or removal. The person so selected shall not become a General Partner until such resignation or removal is effective and such person has executed a copy of this Agreement and an amendment to the Certificate of Limited Partnership and such Certificate of Limited Partnership has been filed with the Secretary of State of Delaware. Upon such events, the person or entity so selected automatically shall be the General Partner of the Partnership effective as of the date of resignation or removal.
Election of Successor General Partner. If the General Partner withdraws from the Partnership pursuant to Section 12.1(b), the Limited Partners may elect a Successor General Partner by the affirmative vote of a Majority Interest. If a Successor General Partner, as so elected, is admitted to the Partnership pursuant to Section 11.3 on or before the effective date specified in the General Partner's notice of withdrawal pursuant to Section 12.1(b), such Successor General Partner shall continue the Partnership's business according to this Agreement.
Election of Successor General Partner. If a General Partner withdraws from the Partnership as General Partner or is removed as the General Partner of the Partnership, within 90 days following such withdrawal or removal a Majority-in-Interest of the remaining Partners may elect a Successor General Partner effective as of the date of the former General Partner’s withdrawal or removal. A Successor General Partner may not be elected pursuant to this Section or admitted to the Partnership unless the applicable conditions of Section 10.4 are satisfied. The Successor General Partner shall adopt any required amendments to this Agreement, and file any required amendment to the Certificate of Formation, to reflect the removal of the former General Partner and election of the Successor General Partner.
Election of Successor General Partner. Except as otherwise provided in Section 11.2 hereof, if the General Partner withdraws or resigns, or is removed as general partner of the Partnership, all the Limited Partners may elect a successor General Partner as provided in Section 7.4 hereof; provided, however, if after such resignation the Partnership has no remaining General Partner, the business of the Partnership may be continued, and a dissolution and liquidation of the Partnership pursuant to Article XII hereof may be avoided, only if, within 90 days after the withdrawal, resignation or removal of the General Partner, the Limited Partners elect to continue the business of the Partnership and elect one or more successor general partners pursuant to Section 7.4 hereof. The Person so elected as a successor General Partner shall not become the General Partner until the withdrawal, resignation or removal of the former general partner is effective and the successor has executed a copy of this Agreement.
Election of Successor General Partner. The election of a Successor General Partner pursuant to Section 7.01 if the last remaining General Partner for any reason ceases to act; and
