Common use of GENERAL PARTNER CEASING TO BE A GENERAL PARTNER Clause in Contracts

GENERAL PARTNER CEASING TO BE A GENERAL PARTNER. Unless Approval by Partnership Vote is otherwise obtained, a General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the following events (hereinafter each referred to as an "EVENT OF WITHDRAWAL"): (a) such General Partner makes an assignment for the benefit of creditors; files a voluntary petition of bankruptcy; is adjudicated as bankrupt or insolvent or is the subject of an order for relief under the bankruptcy laws; files a petition or answer seeking for itself any reorganization, arrangement or similar relief under any statute, law or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; or seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of all or any substantial part of its properties; (b) such General Partner fails to dismiss within one hundred twenty (120) days after the commencement of any proceeding which attempts to attach or charge the General Partner's Partnership interest or which seeks reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief against the General Partner under any statute, law or regulation, or if within ninety (90) days after a court order attaching or charging its Partnership interest or the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such General Partner or all or any substantial part of its properties, the order or appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the order or appointment is not vacated; (c) In the case of any General Partner which is a corporation, limited partnership or limited liability company, the filing of a certificate of dissolution or its equivalent for the corporation, limited partnership or limited liability company, or the revocation of its charter or authority to do business in the jurisdiction of its formation; (d) The withdrawal of a General Partner from the Partnership as provided in Section 8.1 above; or (e) The Transfer by a General Partner of all or any part of its interest in the Partnership except as approved by Partnership Vote pursuant to Section 8.1. Any person ceasing to be a General Partner (other than as a result of paragraph (d) and (e) of this Section 8.2) shall automatically become a limited partner of the Partnership having the same percentage interest in the profits, losses and distributions of the Partnership that it had while it was a general partner, and provided further that in the event that the Partners elect to continue the Partnership pursuant to Section 12.1(b) below, and a new General Partner is admitted to the Partnership to enable the Partnership to continue, then the General Partner being converted to a limited partner shall Transfer a ..005% Residual Percentage to the newly admitted general partner. Such Transfer shall not reduce the interest in the Partnership of any Partner other than the General Partner which is being converted to a limited partner.

GENERAL PARTNER CEASING TO BE A GENERAL PARTNER. Unless Approval by Partnership Vote is otherwise obtained, a General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the following events (hereinafter each referred to as an "EVENT OF WITHDRAWAL"“Event of Withdrawal”): (a) such General Partner makes an assignment for the benefit of creditors; files a voluntary petition of bankruptcy; is adjudicated as bankrupt or insolvent or is the subject of an order for relief under the bankruptcy laws; files a petition or answer seeking for itself any reorganization, arrangement or similar relief under any statute, law or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; or seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of all or any substantial part of its properties; (b) such General Partner fails to dismiss within one hundred twenty (120) days after the commencement of any proceeding which attempts to attach or charge the General Partner's ’s Partnership interest or which seeks reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief against the General Partner under any statute, law or regulation, or if within ninety (90) days after a court order attaching or charging its Partnership interest or the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such General Partner or all or any substantial part of its properties, the order or appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the order or appointment is not vacated; (c) In the case of any General Partner which is a corporation, limited partnership or limited liability company, the filing of a certificate of dissolution or its equivalent for the corporation, limited partnership or limited liability company, or the revocation of its charter or authority to do business in the jurisdiction of its formation; (d) The withdrawal of a General Partner from the Partnership as provided in Section 8.1 above; or (e) The Transfer by a General Partner of all or any part of its interest in the Partnership except as approved by Partnership Vote pursuant to Section 8.1. Any person ceasing to be a General Partner (other than as a result of paragraph (d) and (e) of this Section 8.2) shall automatically become a limited partner of the Partnership having the same percentage interest in the profits, losses and distributions of the Partnership that it had while it was a general partner, and provided further that in the event that the Partners elect to continue the Partnership pursuant to Section 12.1(b) below, and a new General Partner is admitted to the Partnership to enable the Partnership to continue, then the General Partner being converted to a limited partner shall Transfer a ..005.005% Residual Class B Partnership Percentage to the newly admitted general partner. Such Transfer shall not reduce the interest in the Partnership of any Partner other than the General Partner which is being converted to a limited partner.

GENERAL PARTNER CEASING TO BE A GENERAL PARTNER. Unless Approval the Partners by Partnership Vote is otherwise obtainedagree, a General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the following events (hereinafter each referred to as an "EVENT OF WITHDRAWAL"): (a) such Such General Partner makes an assignment for the benefit of creditors; files a voluntary petition of bankruptcy; is adjudicated as bankrupt or insolvent or is the subject of an order for relief under the bankruptcy laws; files a petition or answer seeking for itself any reorganization, arrangement or similar relief under any statute, law or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; or seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of all or any substantial part of its properties; (b) such General Partner fails The failure to dismiss within one hundred twenty (120) days after the commencement of any proceeding which attempts to attach or charge the General Partner's Partnership interest or which seeks reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief against the General Partner under any statute, law or regulation, or if within ninety (90) days after a court order attaching or charging its Partnership interest or the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such General Partner or all or any substantial part of its properties, the order or appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the order or appointment is not vacated; (c) In the case of any General Partner who is a natural person, the death of such General Partner or the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate; (d) In the case of any General Partner acting as a General Partner by virtue of being a trustee of a trust, the termination of such trust (but not merely the substitution of a new trustee); (e) In the case of any General Partner which is a separate partnership, the dissolution and commencement of winding up the affairs of such separate partnership; (f) In the case of any General Partner which is a corporation, limited partnership or limited liability company, the filing of a certificate of dissolution or its equivalent for the corporation, limited partnership or limited liability company, or the revocation of its charter or authority to do business in the jurisdiction of its formation; (dg) In the case of any General Partner which is an estate, the distribution by the fiduciary of the estate's entire interest in the Partnership; (h) The withdrawal of a General Partner from the Partnership as provided in Section 8.1 above; or (ei) The Transfer transfer by a General Partner of all or any part of its interest in the Partnership except as approved by Partnership Vote pursuant to Section 8.1. Any person ceasing to be a General Partner (other than as a result of paragraph (dh) and (ei) of this Section 8.2) shall automatically become a limited partner of the Partnership having the same percentage interest in the profits, losses and distributions of the Partnership that it had while it was a general partner, and provided further that in the event that the Partners elect to continue the Partnership pursuant to Section 12.1(b) below, and a new General Partner general partner is admitted to the Partnership to enable the Partnership to continue, then the General Partner being converted to a limited partner shall Transfer transfer a ..00501% Residual Percentage to the newly admitted general partner. Such Transfer transfer shall not reduce the Partnership interest in the Partnership of any Partner other than the General Partner which is being converted to a limited partner.

GENERAL PARTNER CEASING TO BE A GENERAL PARTNER. Unless Approval approved by Partnership Vote is otherwise obtainedVote, a General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the following events (hereinafter each referred to as an "EVENT OF WITHDRAWAL"): (a) such General Partner makes an assignment for the benefit of creditors; files a voluntary petition of bankruptcy; is adjudicated as bankrupt or insolvent or is the subject of an order for relief under the bankruptcy laws; files a petition or answer seeking for itself any reorganization, arrangement or similar relief under any statute, law or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; or seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of all or any substantial part of its properties; (b) such General Partner fails to dismiss within one hundred twenty (120) days after the commencement of any proceeding which attempts to attach or charge the General Partner's Partnership interest or which seeks reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief against the General Partner under any statute, law or regulation, or if within ninety (90) days after a court order attaching or charging its Partnership interest or the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such General Partner or all or any substantial part of its properties, the order or appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the order or appointment is not vacated; (c) In the case of any General Partner which is a corporation, limited partnership or limited liability company, the filing of a certificate of dissolution or its equivalent for the corporation, limited partnership or limited liability company, or the revocation of its charter or authority to do business in the jurisdiction of its formation; (d) The withdrawal of a General Partner from the Partnership as provided in Section 8.1 above; or (e) The Transfer by a General Partner of all or any part of its interest in the Partnership except as approved by Partnership Vote pursuant to Section 8.1. Any person ceasing to be a General Partner (other than as a result of paragraph (dh) and (ei) of this Section 8.2) shall automatically become a limited partner of the Partnership having the same percentage interest in the profits, losses and distributions of the Partnership that it had while it was a general partner, and provided further that in the event that the Partners elect to continue the Partnership pursuant to Section 12.1(b) below, and a new General Partner is admitted to the Partnership to enable the Partnership to continue, then the General Partner being converted to a limited partner shall Transfer a ..005% Residual Percentage to the newly admitted general partner. Such Transfer shall not reduce the interest in the Partnership of any Partner other than the General Partner which is being converted to a limited partner.

GENERAL PARTNER CEASING TO BE A GENERAL PARTNER. Unless Approval by Partnership Vote is otherwise obtained, a General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the following events (hereinafter each referred to as an "EVENT OF WITHDRAWAL"): (a) such General Partner makes an assignment for the benefit of creditors; files a voluntary petition of bankruptcy; is adjudicated as bankrupt or insolvent or is the subject of an order for relief under the bankruptcy laws; files a petition or answer seeking for itself any reorganization, arrangement or similar relief under any statute, law or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; or seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of all or any substantial part of its properties; (b) such General Partner fails to dismiss within one hundred twenty (120) days after the commencement of any proceeding which attempts to attach or charge the General Partner's Partnership interest or which seeks reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief against the General Partner under any statute, law or regulation, or if within ninety (90) days after a court order attaching or charging its Partnership interest or the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such General Partner or all or any substantial part of its properties, the order or appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the order or appointment is not vacated; (c) In the case of any General Partner which is a corporation, limited partnership or limited liability company, the filing of a certificate of dissolution or its equivalent for the corporation, limited partnership or limited liability company, or the revocation of its charter or authority to do business in the jurisdiction of its formation; (d) The withdrawal of a General Partner from the Partnership as provided in Section 8.1 above; or (e) The Transfer by a General Partner of all or any part of its interest in the Partnership except as approved by Partnership Vote pursuant to Section 8.1. Any person ceasing to be a General Partner (other than as a result of paragraph (d) and (e) of this Section 8.2) shall automatically become a limited partner of the Partnership having the same percentage interest in the profits, losses and distributions of the Partnership that it had while it was a general partner, and provided further that in the event that the Partners elect to continue the Partnership pursuant to Section 12.1(b) below, and a new General Partner is admitted to the Partnership to enable the Partnership to continue, then the General Partner being converted to a limited partner shall Transfer a ..005% Residual Class B Partnership Percentage to the newly admitted general partner. Such Transfer shall not reduce the interest in the Partnership of any Partner other than the General Partner which is being converted to a limited partner.

GENERAL PARTNER CEASING TO BE A GENERAL PARTNER. Unless Approval the Partners by Partnership Vote is otherwise obtainedagree, a General Partner shall cease to be a General Partner of the Partnership upon the happening of any of the following events (hereinafter each referred to as an "EVENT OF WITHDRAWAL"): (a) such Such General Partner makes an assignment for the benefit of creditors; files a voluntary petition of bankruptcy; is adjudicated as bankrupt or insolvent or is the subject of an order for relief under the bankruptcy laws; files a petition or answer seeking for itself any reorganization, arrangement or similar relief under any statute, law or regulation; files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature; or seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of all or any substantial part of its properties; (b) such General Partner fails The failure to dismiss within one hundred twenty (120) days after the commencement of any proceeding which attempts to attach or charge the General Partner's Partnership interest or which seeks reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief against the General Partner under any statute, law or regulation, or if within ninety (90) days after a court order attaching or charging its Partnership interest or the appointment without its consent or acquiescence of a trustee, receiver or liquidator of such General Partner or all or any substantial part of its properties, the order or appointment is not vacated or stayed, or within ninety (90) days after the expiration of any such stay, the order or appointment is not vacated; (c) In the case of any General Partner who is a natural person, the death of such General Partner or the entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate; (d) In the case of any General Partner acting as a General Partner by virtue of being a trustee of a trust, the termination of such trust (but not merely the substitution of a new trustee); (e) In the case of any General Partner which is a separate partnership, the dissolution and commencement of winding up the affairs of such separate partnership; (f) In the case of any General Partner which is a corporation, limited partnership or limited liability company, the filing of a certificate of dissolution or its equivalent for the corporation, limited partnership or limited liability company, or the revocation of its charter or authority to do business in the jurisdiction of its formation; (dg) In the case of any General Partner which is an estate, the distribution by the fiduciary of the estate's entire interest in the Partnership; (h) The withdrawal of a General Partner from the Partnership as provided in Section 8.1 above; or (ei) The Transfer transfer by a General Partner of all or any part of its interest in the Partnership except as approved by Partnership Vote pursuant to Section 8.18.1 or as otherwise permitted pursuant to Section 8.7. Any person ceasing to be a General Partner (other than as a result of paragraph (dh) and (ei) of this Section 8.2) shall automatically become a limited partner of the Partnership having the same percentage interest in the profits, losses and distributions of the Partnership that it had while it was a general partner, and provided further that in the event that the Partners elect to continue the Partnership pursuant to Section 12.1(b13.1(b) below, and a new General Partner general partner is admitted to the Partnership to enable the Partnership to continue, then the General Partner being converted to a limited partner shall Transfer transfer a ..00501% Residual Percentage to the newly admitted general partner. Such Transfer transfer shall not reduce the Partnership interest in the Partnership of any Partner other than the General Partner which is being converted to a limited partner.