Common use of Events of Withdrawal of a General Clause in Contracts

Events of Withdrawal of a General. Partner A. In addition to a voluntary withdrawal of a General Partner pursuant to Section 6.lE or Section 5. 1E, a General Partner shall be deemed to withdraw (i) if the General Partner assigns all of his Interest in the Fund, (ii) if the General Partner is removed pursuant to Section 5.3A; and (iii) upon the following acts or events: (a) if a natural person, upon his death or the entry by a court of competent jurisdiction that such General Partner is incompetent to manage his person or his property; (b) if a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; and (c) if a partnership, the dissolution and commencement of winding up of the General Partner. To the maximum extent permitted by the Act, no other act or A-26 event shall be deemed an event of withdrawal of a General Partner or serve to convert a General Partner to a Limited Partner. B. In the event of the withdrawal of a General Partner who is not then the sole General Partner, the remaining General Partner or General Partners may elect to continue the Fund, and if such election is made, shall promptly give Notification of such event and shall make and file such amendments to the Certificate as are required by the Act to reflect the fact that the withdrawn General Partner has ceased to be a General Partner of the Fund. C. In the event of the withdrawal of a General Partner and the remaining General Partner does not elect to continue the Fund or in the event of the withdrawal of a sole General Partner, the withdrawn General Partner, or its successors, representatives, heirs or assigns shall promptly give Notification of such withdrawal to all remaining Partners and Investors. In such event, the Fund shall be dissolved unless, within 90 days after the withdrawal of the General Partner, the Investors, by the Majority Vote of the Investors, agree in writing to continue the business of the Fund and to the appointment, effective as of the date of withdrawal of the sole General Partner, of one or more Additional General Partners. If the Investors elect to reconstitute the Fund and agree to admit a substitute General Partner, the relationship of the Investors and of substitute General Partner in the Fund shall be governed by this Agreement.