Common use of Liability of a Withdrawn General Partner A Clause in Contracts

Liability of a Withdrawn General Partner A. Any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by it as General Partner prior to the time such withdrawal becomes effective. In addition, a General Partner who voluntarily withdraws in violation of this Agreement shall be subject to the liability described in Section 6.lC. B. Upxx xhe withdrawal of a General Partner, such General Partner shall immediately cease to be a General Partner, and, unless a Successor General Partner has acquired the Interest of the withdrawing General Partner pursuant to Section 6.5, the withdrawn General Partner's Interest shall be converted to a limited partner Interest of a new class. Such conversion shall not affect any rights or liabilities of the withdrawn General Partner, except that such General Partner shall no longer participate in the management of the Partnership. C. The personal representatives, heirs, successors or assigns of any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by the General Partner prior to, or in connection with, its withdrawal.

Liability of a Withdrawn General Partner A. Any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by it as General Partner prior to the time such withdrawal becomes effective. In addition, a General Partner who voluntarily withdraws in violation of this Agreement shall be subject to the liability described in Section 6.lC. 6.1C. B. Upxx xhe Upon the withdrawal of a General Partner, such General Partner shall immediately cease to be a General Partner, and, unless a Successor General Partner has acquired the Interest of the withdrawing General Partner pursuant to Section 6.5, the withdrawn General Partner's Interest shall be converted to a limited partner Interest of a new class. Such conversion shall not affect any rights or liabilities of the withdrawn General Partner, except that such General Partner shall no longer participate in the management of the Partnership. For purposes of this Section 6.4.B and Section 6.5, the Interest of the withdrawing General Partner shall include the interest in the Partnership as a Subordinated Limited Partner (if any) owned by an Affiliate of such withdrawing General Partner. C. The personal representatives, heirs, successors or assigns of any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by the General Partner prior to, or in connection with, its withdrawal.

Liability of a Withdrawn General Partner A. Any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by it as General Partner prior to the time such withdrawal becomes effective. In addition, a General Partner who voluntarily withdraws in violation of this Agreement shall be subject to the liability described in Section 6.lC. 6.1C. B. Upxx xhe Upon the withdrawal of a General Partner, such General Partner shall immediately cease to be a General Partner, andand such General Partners Interest shall be acquired by the Partnership pursuant to Section 6.5. For purposes of this Section 6.4.B and Section 6.5, unless a Successor General Partner has acquired the Interest of the withdrawing General Partner pursuant to Section 6.5, shall include the withdrawn interest in the Partnership as a Subordinated Limited Partner (if any) owned by an Affiliate of such withdrawing General Partner's Interest shall be converted to a limited partner Interest of a new class. Such conversion shall not affect any rights or liabilities of the withdrawn General Partner, except that such General Partner shall no longer participate in the management of the Partnership. C. The personal representatives, heirs, successors or assigns of any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by the General Partner prior to, or in connection with, its withdrawal.

Liability of a Withdrawn General Partner A. Any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by it as General Partner prior to the time such withdrawal becomes effective. In addition, a General Partner who voluntarily withdraws in violation of this Agreement shall be subject to the liability described in Section 6.lC. B. Upxx xhe Upon the withdrawal of a x General Partner, such General Partner shall immediately cease to be a General Partner, and, unless a Successor General Partner has acquired the Interest of the withdrawing General Partner pursuant to Section 6.5, the withdrawn General Partner's Interest shall be converted to a limited partner Interest of a new class. Such conversion shall not affect any rights or liabilities of the withdrawn General Partner, except that such General Partner shall no longer participate in the management of the Partnership. C. The personal representatives, heirs, successors or assigns of any General Partner who withdraws from the Partnership shall be, and remain, liable for all obligations and liabilities incurred by the General Partner prior to, or in connection with, its withdrawal.