Common use of Involuntary Withdrawal and Transfer of a General Partner’s Interest Clause in Contracts

Involuntary Withdrawal and Transfer of a General Partner’s Interest. (a) The General Partner may be removed, with or without cause, by an affirmative vote or written consent of the Limited Partners owning at least a majority of the Units then outstanding (not counting any Units then owned by the General Partner or its Affiliates). Limited Partners owning at least a majority of the Units then outstanding (not counting any Units then owned by the General Partner or its Affiliates) shall provide Notice to the General Partner of such removal which such Notice shall include (1) the Limited Partners voting for removal and the Limited Partners voting against removal, (2) the reason for such removal and (3) whether or not such removal was for cause. For the purposes of the foregoing, “cause” shall mean (i) the bankruptcy of the General Partner pursuant to an Event of Bankruptcy, (ii) the incapacity of the General Partner, (iii) the commission by the General Partner of an intentional material breach of this Agreement, or (iv) conduct of the General Partner constituting gross negligence or willful or wanton misconduct harmful to the Partnership. (b) In the event that the Limited Partners vote to remove the General Partner, the General Partner shall have an additional thirty (30) business days from the date of the notice of removal from the Limited Partners in which to cure or otherwise resolve the matter(s) resulting in the notice to remove to the reasonable satisfaction of the Limited Partners holding a majority of the Units then outstanding (not counting any Units then owned by the General Partner). The Limited Partners shall not unreasonably withhold approval of the cure accomplished by the General Partner. In the event that the General Partner is removed, it hereby agrees to convert its General Partner’s Capital Contribution into that of a Limited Partner having no voting rights but whose Interest is unchanged in all other respects. The removed General Partner shall be removed from and indemnified against Partnership liabilities, including without limitation liabilities the General Partner has guaranteed. Further, if removed other than for cause, the General Partner’s Interest must be purchased by the Partnership and/or any successor General Partner for fair market value, which will be determined by the median of three independent appraisals of the General Partner Interest. (c) In the event of the dissolution and liquidation or removal of the General Partner and the Partnership being continued in accordance with Section 8.3, the successor of the said General Partner shall not be entitled to any distributions due the former General Partner under this Agreement. The Limited Partners hereby agree to such a transfer and specifically authorize that the power of attorney provided for in their Subscription Agreements with the Partnership be utilized, if need be, on their behalf to effectuate fully the legal conversion or transfer, as the case may be, of the dissolved or removed General Partner’s Interest hereunder.

Involuntary Withdrawal and Transfer of a General Partner’s Interest. (a) The General Partner may be removed, with or without cause, cause by an affirmative vote or written consent of the Limited Partners owning at least a majority of the Units then outstanding (not counting any Units then owned by the General Partner or its AffiliatesPartner). Limited Partners owning at least a majority of the Units then outstanding (not counting any Units then owned by the General Partner or its AffiliatesPartner) shall provide Notice to the General Partner of such removal which such Notice shall include (1) the Limited Partners voting for removal and the Limited Partners voting against removal, (2) the reason for such removal and (3) whether or not such removal was for cause. For the purposes of the foregoing, “cause” shall mean (i) the bankruptcy of the General Partner pursuant to an Event of Bankruptcy, (ii) the incapacity of the General Partner, (iii) the commission by the General Partner of an intentional material breach of this Agreement, or (iv) conduct of the General Partner constituting gross negligence or willful or wanton misconduct harmful to the Partnership. (b) In the event that the Limited Partners vote to remove the General Partner, the General Partner shall have an additional thirty (30) business days from the date of the notice of removal from the Limited Partners in which to cure or otherwise resolve the matter(s) resulting in the notice to remove to the reasonable satisfaction of the Limited Partners holding a majority of the Units then outstanding (not counting any Units then owned by the General Partner). The Limited Partners shall not unreasonably withhold approval of the cure accomplished by the General Partner. In the event that the General Partner is removed, it hereby agrees to convert its General Partner’s Capital Contribution into that of a Limited Partner having no voting rights but whose Interest is unchanged in all other respects. The removed General Partner shall be removed from and indemnified against Partnership liabilities, liabilities including without limitation liabilities the General Partner has guaranteed. Further, if removed other than for cause, the General Partner’s Interest must be purchased by the Partnership and/or any successor General Partner for fair market value, which will be determined by the median of three independent appraisals of the General Partner Interest. (c) In the event of the dissolution and liquidation or removal of the General Partner and the Partnership being continued in accordance with Section 8.3, the successor of the said General Partner shall not be entitled to any distributions due the former General Partner under this Agreement. The Limited Partners hereby agree to such a transfer and specifically authorize that the power of attorney provided for in their Subscription Agreements with the Partnership be utilized, if need be, on their behalf to effectuate fully the legal conversion or transfer, as the case may be, of the dissolved or removed General Partner’s Interest hereunder.