Common use of General Partners Clause in Contracts

General Partners. A. The General Partner ceases to be a General Partner, and is deemed to have withdrawn from the Partnership, on the occurrence of any of the following events (“Event of Withdrawal”) relating to the General Partner occurring subsequent to the date of this Agreement: 1. The General Partner’s giving sixty (60) days written notice of withdrawal to all other Partners; 2. The General Partner’s assignment of all rights as a General Partner; 3. Removal of the General Partner as provided in this Agreement; 4. The General Partner’s making a general assignment for the benefit of creditors; 5. The General Partner’s filing of a voluntary bankruptcy petition; 6. The General Partner’s becoming the subject of an order for relief or being declared insolvent in any federal or state bankruptcy or insolvency proceeding; 7. The General Partner’s filing of a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; 8. The General Partner’s seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of all or any substantial part of its assets; 9. Expiration of one hundred twenty (120) days after the commencement of a proceeding against the General Partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law if the proceeding has not been previously dismissed; 10. Expiration of ninety (90) days after the date of the appointment, without the General Partner’s consent or acquiescence, of a trustee, receiver, or liquidator of all or any substantial part of its properties if the appointment has not previously been vacated or stayed; and 11. Conviction or plea of nolo contendere or its equivalent on any felony or any crime related to the Partnership. B. The General Partner shall notify the other Partners within thirty (30) days after the occurrence of an event of withdrawal involving the passage of a period of time specified in Section 9.7(A). C. Regardless of the provisions in Section 9.7(A), the General Partner may, at its option, continue to be a General Partner if all Partners consent in writing.

General Partners. A. The (A) A General Partner ceases to be a General Partner, and is deemed to have withdrawn from the Partnership, on the occurrence of any of the following events (“Event of Withdrawal”) relating to the General Partner occurring subsequent to the date of this Agreement: (1. ) The General Partner’s giving sixty (60) days written notice of withdrawal to all other Partnerseach Partner; (2. ) The General Partner’s assignment of all rights as a General Partner; (3. ) Removal of the General Partner as provided in this Agreement; (4. ) The General Partner’s making a general assignment for the benefit of creditors; (5. ) The General Partner’s filing of a voluntary bankruptcy petition; (6. ) The General Partner’s becoming the subject of an order for relief or being declared insolvent in any federal or state bankruptcy or insolvency proceeding; (7. ) The General Partner’s filing of a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law; 8. (8) The General Partner’s seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of his or of all or any substantial part of its his assets; (9. ) Expiration of one hundred twenty (120) days after the commencement of a proceeding against the General Partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any law if the proceeding has not been previously dismissed; (10. ) Expiration of ninety (90) days after the date of the appointment, without the General Partner’s consent or acquiescence, of a trustee, receiver, or liquidator of his or of all or any substantial part of its his properties if the appointment has not previously been vacated or stayed; (11) If the General Partner is a natural person, the death of the General Partner or the adjudication by a court of competent jurisdiction that the General Partner is mentally incompetent to manage his or her person or property; (12) If the General Partner is a corporation, on the filing of a certificate of dissolution or its equivalent for the corporation, or the revocation of the corporation’s charter and the expiration of ninety (90) days after the date of notice to the corporation of revocation without a reinstatement of its charter; and 11. (13) Conviction or plea of nolo contendere or its equivalent on any felony or any crime related to the Partnership. B. The (B) A General Partner shall notify the other Partners within thirty (30) days after the occurrence of an event of withdrawal involving the passage of a period of time specified in Section Article 9.7(A). C. (C) Regardless of the provisions in Section Article 9.7(A), the a General Partner may, at its the General Partner’s option, continue to be a General Partner if all Partners consent in writing. (D) When a General Partner withdraws, any remaining General Partner(s) shall decide how to treat any limited partnership interest held by the withdrawing General Partner. If there are no remaining General Partners after a General Partner withdraws, the disposition of the General Partner’s interest is determined by a vote of a majority in interest of the Limited Partners, excluding any interest of the withdrawing General Partner. The withdrawing General Partner’s interest may be converted into a limited partner’s interest, or the Partnership may pay the General Partner the value of that General Partner’s interest less damages caused by such General Partner’s breach of this Agreement, if any. If the withdrawing General Partner’s interest is converted to that of a Limited Partner, the interest of all Partners may be reduced pro rata to provide compensation or an interest, or both, to a replacement General Partner.