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.

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.