Removal and Replacement of General Partner Sample Clauses

Removal and Replacement of General Partner. Subject to this Section 5.03(f), the Limited Partner shall be permitted to remove and replace the General Partner with an affiliate of the Limited Partner or an affiliate of Enterprise Community Investment, Inc. (the “Temporary Replacement General Partner”) without the prior written consent of the County Board, but with immediate notice to the County Board within five (5) business days of such replacement; provided, however, that such Temporary Replacement General Partner shall only serve for a period of six (6) months (or such longer time as may be reasonably necessary to find a third party permanent replacement general partner); thereafter, a third-party replacement general partner (the “Permanent Replacement General Partner”), subject to approval by the County Board in its reasonable discretion after being provided pertinent information about the proposed Permanent Replacement General Partner and a reasonable period of time to review, may be admitted to the Borrower as the sole general partner. The Limited Partner shall be required to secure approval from the County Board of a prospective Permanent Replacement General Partner within a reasonable period of time following the appointment of the Temporary Replacement General Partner. Failure of the Limited Partner to adhere to the requirements of this Section 5.03(f) shall render any such removal and replacement of General Partner void and an Event of Default.
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Removal and Replacement of General Partner. (a) The General Partner may be removed and replaced at any time upon the Approval of the Partners by sending the General Partner a written notice of such removal. In the event of the removal of the General Partner, a successor General Partner ("Successor General Partner") shall be selected by Approval of the Partners. The Limited Partners, by Approval of the Partners, shall have the right to transfer a portion of their interests to such Successor General Partner and such interest shall be converted to that of a general partner. The removal will not be effective until the Successor General Partner has been admitted to the Partnership as a General Partner, such admission to be Approved by the Partners. After the admission of the Successor General Partner, the Successor General Partner shall have all the rights, powers, and obligations of a General Partner under this Agreement and all references in this Agreement to the "General Partner" shall refer to the Successor General Partner appointed in this Section 7.01. Third parties shall be conclusively deemed entitled to rely upon the representation of Group III 31 that Group III 31 is the General Partner unless such third parties have actual notice of its replacement.
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Removal and Replacement of General Partner. (a) Limited Partners and limited partners of any Parallel Fund constituting in the aggregate at least eighty percent (80%) in interest of the aggregate of the Limited Partners and limited partners of any Parallel Fund, voting together as a single class, may remove the General Partner at any time and replace such Person with another general partner (the "New General Partner") for both the Partnership and any Parallel Fund as of the date they deliver written notice of such removal and replacement to such General Partner. Limited Partners which are Affiliates of the General Partner shall not be entitled to vote on the removal of the General Partner and selection of the New General Partner. In the event of the removal of the General Partner pursuant to this Section 3.14: (I) the value of the Partnership's assets and the amount of its liabilities at their present values shall be determined as of the date of such removal pursuant to Section 3 .14(b); (2) the Capital Account balance of the removed General Partner shall be determined as if all assets of the Partnership had been sold at their appraised values as so determined and all Partnership liabilities satisfied by cash payments of the present values of such liabilities; (3) as promptly as reasonably practicable, the removed General Partner shall receive distributions in complete liquidation of its interest in the Partnership in aggregate amounts equal to the balance in its Capital Account as so determined; (4) liquidating distributions to the removed General Partner shall consist of the removed General Partner's pro rata share, based on its Capital Account balance relative to the Capital Account balances of the other Partners (after all such Capital Accounts have been adjusted in the manner described in the preceding clause (2», ofthe Partnership's cash and cash equivalents and each of its holdings of securities and other assets, to the extent feasible; and (5) after its removal, the removed General Partner shall have no right to participate in the management of the Partnership or any other rights with respect to the Partnership except the right to receive the distributions provided for in this Section 3.l4(a) and the right to be indemnified to the extent provided in Article XVIII. Any distributions that the General Partner has the right to receive pursuant to this Section 3.l4(a) shall be reduced by the amount of any damages owed by the General Partncr to the Partnership, provided the amount of and liability...
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Removal and Replacement of General Partner. (a) The Limited Partners, by a Super Majority vote, may elect to remove and replace the General Partner only for cause. For purposes of this Section 11.2, "cause" shall consist of (i) the material breach of a material provision of this Agreement, (ii) the Bankruptcy or Insolvency of any Person who controls at least fifty-one percent (51%) of the equity interest in the General Partner, or in any entity constituting all or part of the General Partner, or (iii) the conviction of any Person (or any individual controlling such Person) of any felony, or any misdemeanor involving moral turpitude.
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Removal and Replacement of General Partner. The BEC Parties, at their sole and absolute discretion, shall have the option but not obligation, to remove any existing General Partner that is or has been designated by any Provident Party or Affiliate thereof (each a “Provident General Partner”) and to become, or to designate any other Partner or Substitute Partner as, a new General Partner to replace such Provident General Partner in the event such Provident General Partner has (i) engaged in fraud, bad faith, gross negligence or willful misconduct in the performance of its obligations under this Agreement or (ii) has committed a material breach of this Agreement (each, a “General Partner Default”). Notwithstanding the preceding sentence, prior to the removal and replacement of a Provident General Partner pursuant to this Section 7.8.1 for any General Partner Default, the BEC Parties shall provide notice to such Provident General Partner, who shall have ten (10) business days to explain in writing that a General Partner Default has not occurred (the “Provident Explanation”) or to cure such General Partner Default. If the BEC Parties do not accept the Provident Explanation, the determination of whether General Partner Default has occurred shall be resolved in accordance with Section 9.16. If a General Partner Default is not cured within the Cure Period, or if cured, another General Partner Default of the same nature occurs within six (6) months, the BEC Parties shall be permitted, at their sole and absolute discretion but without obligation, to remove and replace the Provident General Partner pursuant to this Section 7.8.1.
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Removal and Replacement of General Partner. 55 Section 13.1 Withdrawal of General Partner...............................55 Section 13.2 Removal of General Partner..................................55 Section 13.3 Effects of a Withdrawal.....................................57 Section 13.4 Successor General Partner...................................59 Section 13.5 Admission of Additional or Successor General Partner........59 Section 13.6
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Related to Removal and Replacement of General Partner

  • Removal and Replacement Except as otherwise required by statute, the Note Trustee may by writing or by deed remove a Receiver and appoint another in its place or to act with a Receiver and the Note Trustee may apply to the court for an order removing an administrative receiver.

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

  • Removal and Replacement of Directors (a) A Director shall be removed from the Board, with or without cause, upon, and only upon, the affirmative vote of the Shareholders in accordance with this Section 5.3.3. Each Shareholder shall vote its Shares for the removal of a Director upon the request of the Shareholder that nominated such Director. Otherwise, no Shareholder shall vote for the removal of a Director.

  • Reimbursement of General Partner (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • Duties of General Partner The General Partner agrees that it shall at all times:

  • Transfer and Replacement This Warrant and all rights hereunder are transferable in whole or in part upon the books of the Company by the Holder hereof in person or by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as this Warrant but registered in the name of the transferee or transferees (and in the name of the Holder, if a partial transfer is effected) shall be made and delivered by the Company upon surrender of this Warrant duly endorsed, at the office of the Company in accordance with Section 5.1 hereof. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft or destruction, and, in such case, of indemnity or security reasonably satisfactory to it, and upon surrender of this Warrant if mutilated, the Company will make and deliver a new Warrant of like tenor, in lieu of this Warrant; provided that if the Holder hereof is an instrumentality of a state or local government or an institutional holder or a nominee for such an instrumentality or institutional holder an irrevocable agreement of indemnity by such Holder shall be sufficient for all purposes of this Warrant, and no evidence of loss or theft or destruction shall be necessary. This Warrant shall be promptly cancelled by the Company upon the surrender hereof in connection with any transfer or replacement. Except as otherwise provided above, in the case of the loss, theft or destruction of a Warrant, the Company shall pay all expenses, taxes and other charges payable in connection with any transfer or replacement of this Warrant, other than income taxes and stock transfer taxes (if any) payable in connection with a transfer of this Warrant, which shall be payable by the Holder. Holder will not transfer this Warrant and the rights hereunder except in compliance with federal and state securities laws and except after providing evidence of such compliance reasonably satisfactory to the Company.

  • Assignment and Replacement The Servicer acknowledges and agrees that in the event that the Master Servicer resigns as Master Servicer under this Agreement, any successor master servicer has the right to assume the Master Servicer's rights and obligations and to enforce the Servicer's obligations under this Agreement.

  • Removal of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, a General Partner, such General Partner shall be deemed to be removed automatically; provided, however, that if a General Partner is on the date of such occurrence a partnership, the withdrawal, death or dissolution of, Event of Bankruptcy as to, or removal of, a partner in, such partnership shall be deemed not to be a dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.

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