Mandatory Transfer of General Partner Interests in Northlight Partnerships Sample Clauses

Mandatory Transfer of General Partner Interests in Northlight Partnerships. The Northlight GP Entity shall transfer its general partner interest in the Northlight Partnership to the entity or entities designated in writing by the Plan Administrator, upon written request of the Plan Administrator providing reasonable notice to the Northlight GP Entity, subject to the prior or contemporaneous satisfaction of the following conditions: (i) all of the Obligations shall have been paid in full in Cash; (ii) all management fees and all other amounts owing to the Northlight GP Entity shall have been paid in full in Cash; (iii) any and all consents to, and approvals of, such transfer that contractually, or as a matter of law, are required (such consents and approvals, collectively, the “Consents”) shall have been obtained; (iv) the Northlight GP Entity shall receive from the Northlight Partnership and the limited partners thereof, as well as from the Plan Administrator on behalf of the Borrower, a written release and discharge of and from any and all claims and causes of action relating to its role and actions as general partner of the Northlight Partnership, which release shall contain customary carve-outs for willful misconduct, gross negligence and fraud and otherwise shall be satisfactory to the Northlight GP Entity in all respects; and (v) Lender or its designee shall have been paid the sum of $500,000.00 in consideration of the transfer by the Northlight GP Entity of such general partner interests. The Northlight GP Entity (together with its managers, officers and employees) agrees that it shall endeavor to cooperate, in good faith with the Plan Administrator solely in connection with the Plan Administrator’s efforts to obtain the Consents required to effectuate the transfer of the Northlight GP Entity’s general partner interest in the Northlight Partnership in accordance with the foregoing provisions and will not unduly delay or condition any such transaction proposed by the Plan Administrator. The Northlight GP Entity shall not be required to incur any fees, costs, or expenses in connection with such cooperation.
Sample 1
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