Common use of Liability of a Withdrawn General Partner A Clause in Contracts

Liability of a Withdrawn General Partner A. Any General Partner who withdraws from the Fund shall be, and remain, liable for all obligations and liabilities incurred by it as General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.l C. B. 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a Successor General Partner has acquired the Interest of the withdrawing General Partner pursuant to Section 6.5, the withdrawn General Partner's Interest shall be converted to a limited partner Interest of a new class. Such conversion shall not affect any rights or liabilities of the withdrawn General Partner, except that such General Partner shall no longer participate in the management of the Fund.