Liability of Withdrawn General Partner. If the General Partner shall cease to be general partner of the Partnership, it shall be and remain liable for all obligations and liabilities incurred by it as general partner prior to the time such withdrawal shall have become effective, but it shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal shall have become effective; provided, however, that nothing herein shall relieve the General Partner from any liability arising from any withdrawal from the Partnership in violation of this Agreement.
Liability of Withdrawn General Partner. If the General Partner shall cease to be General Partner of the Partnership, it shall be and remain liable for all obligations and liabilities incurred by it as General Partner prior to the time such withdrawal shall have become effective, but it shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal shall have become effective. Any withdrawal by the General Partner except in accordance with Sections 5.02B(vii) and 6.01 shall constitute a breach of this Agreement. If the General Partner withdraws in violation of this Agreement, (a) the Partnership shall be entitled to recover from the withdrawn General Partner damages for breach of this Agreement and offset such damages against the amount, if any, otherwise distributable to it in addition to any remedies otherwise available under applicable law, and (b) the General Partner's Interest as General Partner in the Partnership shall be treated as the Interest of a removed General Partner under Section 6.04 and shall be reduced by 50% (which reduction of the General Partner's interest is not a penalty). In addition, if the General Partner withdraws from the Partnership (whether with Consent of the Limited Partners or in violation of this Agreement), the General Partner's Interest shall be subject to purchase in the same manner as the interest of a removed General Partner; provided, however, that the purchase price payable in connection with any such purchase shall be paid by a non-interest bearing promissory note with principal payable, if at all, from distributions the General Partner otherwise would have received from this Agreement had the General Partner not withdrawn.
Liability of Withdrawn General Partner. In the event of the voluntary or automatic withdrawal of the General Partner, the withdrawn General Partner shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal becomes effective.
Liability of Withdrawn General Partner. If the General Partner shall cease to be General Partner of the Partnership, it shall be and remain liable for all obligations and liabilities incurred by it as General Partner prior to the time such withdrawal shall have become effective, but it shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal shall have become effective. If the General Partner withdraws in violation of this Agreement, (i) the General Partner's Interest as General Partner in the Partnership shall be treated as the Interest of a removed General Partner under Section 6.04, shall be reduced by 50%, and shall be subject to purchase in the same manner as the interest of a removed General Partner; and (ii) the Partnership shall be entitled to recover from the withdrawn General Partner damages for breach of this Agreement and offset such damages against the amount, if any, otherwise distributable to it in addition to any remedies otherwise available under applicable law. Such reduction of the General Partner's interest is not a penalty.
Liability of Withdrawn General Partner. If the business of the Partnership is continued after withdrawal of the General Partner, the General Partner, or its estate, successors or legal representatives, shall remain liable for all obligations and liabilities incurred by it or by the Partnership while it was acting in the capacity of General Partner and for which it was liable as General Partner, but they shall be free of any obligation or liability incurred on account of or arising from the activities of the Partnership from and after the time such withdrawal became effective.
