Common use of General Partner Transfers and Deemed Transfers Clause in Contracts

General Partner Transfers and Deemed Transfers. The General Partner shall not (i) withdraw from the Partnership, (ii) merge, consolidate or engage in any combination with another Person, (iii) sell all or substantially all of its assets or (iv) sell, assign, pledge, encumber or otherwise dispose of all or any portion of its Partnership Units or Preferred Units (except to the Partnership), in each case without the Consent of the Limited Partners. In the event of the withdrawal by the General Partner from the Partnership, in violation of this Agreement or otherwise, or the dissolution, termination or Bankruptcy of the General Partner, within 90 days after the occurrence of any such event, a majority in interest of the Limited Partners may elect in writing to continue the Partnership business and shall thereupon select a substitute general partner effective as of the date of the occurrence of any such event. Upon any transfer of any Partnership Units (not Preferred Units) in accordance with the provisions of this Section 9.1, the transferee shall become vested with the powers and rights of the transferor General Partner with respect to the Partnership Units transferred, and shall be liable for all obligations and responsible for all duties of the transferor General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Units so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement accruing prior to the date of such transfer.

General Partner Transfers and Deemed Transfers. The General Partner shall not (i) withdraw from the Partnership, (ii) merge, consolidate or engage in any combination with another Person, (iii) sell all or substantially all of its assets or (iv) sell, assign, pledge, encumber or otherwise dispose of Transfer all or any portion of its Partnership Units or Preferred Units (except to otherwise withdraw as a general partner of the Partnership), in each case without case, unless it shall have obtained the Consent written consent of the Limited Partner(s) who hold in the aggregate more than 50% of the Partnership Units then held by all of the Limited Partners, as a class (but excluding any Partnership Units held by the General Partner or any Affiliate thereof). In the event of the withdrawal all Partnership Units are held by the General Partner and Affiliates thereof, the General Partner shall be prohibited from Transferring its Partnership Units or otherwise withdrawing as a general partner. Notwithstanding anything to the Partnershipcontrary, this Section 9.1 shall not prohibit, nor require the consent of Limited Partners in violation connection with, a merger in which the General Partner is the Entity surviving the merger, a Transfer of this Agreement all or otherwise, or any portion of the dissolution, termination or Bankruptcy Partnership Units of the General Partner, within 90 days after the occurrence Partner to another Partner or any Transfer of any such event, a majority in interest of the Limited Partners may elect in writing to continue the Partnership business and shall thereupon select a substitute general partner effective as of the date of the occurrence of any such eventShares. Upon any transfer Transfer by the General Partner of any its interest in the Partnership Units (not Preferred Units) in accordance with the provisions of this Section 9.1Agreement, to the extent of such Transfer the transferee General Partner shall become vested with the powers and rights of the transferor General Partner with respect to the Partnership Units transferredPartner, and shall be liable for all obligations obligation and responsible for all duties of the transferor General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Units so acquired. It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such transferred the Partnership Units of the transferor General Partner and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement accruing prior to the date of such transferTransfer. In the event of any Transfer permitted hereunder of all of the General Partner’s interest in the Partnership, the transferee of such interest shall be deemed admitted to the Partnership as a General Partner immediately prior to the withdrawal of the transferor General Partner and the business of the Partnership shall be carried on by such transferee General Partner. In the event of the withdrawal by any General Partner from the Partnership, in violation of this Agreement or otherwise, or the dissolution, termination or Bankruptcy (or any other event of withdrawal (as defined in Section 17-402 of the Act)) of any General Partner, within ninety (90) days after the occurrence of any such event, Partners who hold in the aggregate more than fifty percent (50%) of the Partnership Units then held by all of the remaining Partners may elect in writing to continue the Partnership business by selecting a substitute general partner effective as of the date of the occurrence of any such event.

General Partner Transfers and Deemed Transfers. The General Partner shall not (i) Transfer all or any portion of its Partnership Units or otherwise withdraw from as a general partner of the Partnership, (iiin each case, unless it shall have obtained the written consent of the Limited Partner(s) merge, consolidate or engage who hold in any combination with another Person, (iii) sell all or substantially the aggregate more than 50% of the Partnership Units then held by all of the Limited Partners, as a class. In the event all Partnership Units are held by the General Partner and Affiliates thereof, the General Partner shall be prohibited from Transferring its assets or (iv) sell, assign, pledge, encumber Partnership Units or otherwise dispose withdrawing as a general partner. Notwithstanding anything to the contrary, this Section 9.1 shall not prohibit nor require the consent of Limited Partners in connection with a merger in which the General Partner is the Entity surviving the merger or a Transfer of all or any portion of its Partnership Units or Preferred Units (except to the Partnership), in each case without the Consent of the Limited Partnersanother Partner. In the event of the withdrawal Upon any Transfer by the General Partner from the Partnership, of its entire interest in violation of this Agreement or otherwise, or the dissolution, termination or Bankruptcy of the General Partner, within 90 days after the occurrence of any such event, a majority in interest of the Limited Partners may elect in writing to continue the Partnership business and shall thereupon select a substitute general partner effective as of the date of the occurrence of any such event. Upon any transfer of any Partnership Units (not Preferred Units) in accordance with the provisions of this Section 9.1Agreement, to the extent of such Transfer the transferee General Partner shall become vested with the powers and rights of the transferor General Partner with respect to the Partnership Units transferredPartner, and shall be liable for all obligations and responsible for all duties of the transferor General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Units so acquired. It is a condition to any transfer Transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such transferred the Partnership Units of the transferor General Partner and no such transfer Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement accruing prior to the date of such transferTransfer. In the event of any Transfer permitted hereunder of all of the General Partner's interest in the Partnership, the transferee of such interest shall be deemed admitted to the Partnership as a General Partner immediately prior to the withdrawal of the transferor General Partner and the business of the Partnership shall be carried on by such transferee General Partner. In the event of the withdrawal by any General Partner from the Partnership, in violation of this Agreement or otherwise, or the dissolution, termination or Bankruptcy (or any other event of withdrawal (as defined in Section 17-402 of the Act)) of any General Partner, within ninety (90) days after the occurrence of any such event, Partners who hold in the aggregate more than fifty percent (50%) of the Partnership Units then held by all of the remaining Partners may elect in writing to continue the Partnership business by selecting a substitute general partner effective as of the date of the occurrence of any such event.