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 Investors that Group Investors is the General Partner unless such third parties have actual notice of its replacement. (b) Following the replacement of the General Partner, the Limited Partners may, as is Approved by the Partners, convert such Partner's interest into a Limited Partner's interest. The Successor General Partner shall have the authority to execute and file all documents necessary to signify such conversion. The General Partner hereby appoints the Successor General Partner as his or its attorney-in-fact to execute and file all documents signifying such conversion including, without limitation, an amendment to the Certificate of Limited Partnership.
Sample 1See All (6)
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...
Sample 1
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
Sample 1
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.
Sample 1
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. (b) In the event the General Partner is removed for cause; it shall be served notice of such removal. The notice shall specify the effective date of the removal, which date shall not be less than thirty (30) days from the date of the notice and shall identify the replacement General Partner. Upon removal, the removed General Partner's Percentage Interest in Partnership Distributions, Net Income and Net Loss shall, at the option of the Limited Partners as determined by their Super Majority Vote either (1) remain unchanged, with the removed General Partner becoming a Limited Partner with respect to such interest; or (2) be purchased by the Partnership at its then appraised value upon the payment of twenty percent (20%) thereof in cash and the balance evidenced by the Partnership's promissory note (the "Promissory Note"). The Promissory Note shall (i) provide for quarterly payments of interest only, (ii) provide for payment in full of principal and any accrued but unpaid interest in sixty (60) months from the date thereof, (iii) bear simple interest at the lesser of ten percent (10%) per annum, or the maximum rate permitted by California law, and (iv) be secured by a deed of trust on the Project, but only if such lien does not violate any due on sale or due on encumbrance provision of an institutional lender whose interest in the Project is first and prior to that described herein. (c) In the event the removed General Partner and the Partnership cannot agree on the appraised value of the removed General Partner's interest, the value shall be the average of the appraised values determined by two qualified appraisers, one appointed by the Partnership and the other by the removed General Partner. Each party shall bear the cost of its appraiser. Upon removal, the removed General Partner shall be indemnified and held harmless by the Partnership against any loss or expense result...
Sample 1

Related to Removal and Replacement of General Partner

  • Removal of General Partner (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, the General Partner, the General Partner shall be deemed to be removed automatically; provided, however, that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, 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 the General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause. (b) If the General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section 7.03(b) and otherwise be admitted to the Partnership in accordance with Section 7.02. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) within ten days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.04(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.04.

  • Withdrawal or Removal and Replacement of Administrator The Administrator may withdraw for any reason upon notice to the Initial Member, provided that such withdrawal shall be effective only following a Sale of the Artwork and distribution of the proceeds. The Administrator may be removed and replaced at any time for any reason with or without approval of the Board upon the affirmative vote of Voting Members holdings at least two-thirds of the Voting Shares. In the event of any such withdrawal or removal and replacement of the Administrator, any unvested ASA Shares shall be forfeited as of the effective date of such withdrawal or removal and such ASA Shares shall no longer be deemed to be issued and outstanding for any purposes of this Agreement.

  • 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. (b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine in its sole and absolute discretion, for all Administrative Expenses incurred by the General Partner.

  • Repair and Replacement Company shall be responsible to Lessor for reasonable replacement costs, or reasonable repair costs of all Equipment which is lost, stolen, or damaged while in the care, custody and control of Company as a result of Company's sole negligence in accordance with paragraph 2 above, reasonable wear and tear excepted, using the Actual Cash Value of the Equipment at the time of such loss. Prior to repairing the Equipment, Lessor shall submit to Company at least three estimates, including at least one estimate from a repair facility designated by Company. In the event the Equipment is lost or stolen, Company shall file a police report.

  • 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.

  • 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. (b) If a General Partner has been removed pursuant to this Section 7.4 and the Partnership is continued pursuant to Section 7.3 hereof, such General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a majority in interest of the Limited Partners in accordance with Section 7.3(b) hereof and otherwise admitted to the Partnership in accordance with Section 7.2 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a majority in interest of the Limited Partners within ten (10) days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a majority in interest of the Limited Partners each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within thirty (30) days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than forty (40) days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than sixty (60) days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, until transfer under Section 7.4(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.4(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary, desirable and sufficient to effect all the foregoing provisions of this Section.

  • Removal or Replacement of a Manager Any Manager may be removed or replaced without “Cause” at any time by a majority of the Board and each Manager may be removed and or replaced and our Board can be reconstituted for any reason by the Class C Member, if any.

  • Provision and Removal of Equipment B2.1 The Contractor shall provide all the Equipment necessary for the supply of the Services.

  • Information Systems Acquisition Development and Maintenance a. Client Data – Client Data will only be used by State Street for the purposes specified in this Agreement.

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to: 8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; 8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business; 8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges; 8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business; 8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership; 8.1.7 prepay, in whole or in part, refinance, amend, mod­ify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to exe­cute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements; 8.1.8 execute any and all other instruments and docu­ments which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership; 8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership; 8.1.10 enter into any kind of activity necessary to, in con­nection with, or incidental to, the accomplishment of the purposes of the Partnership; 8.1.11 invest and reinvest Partnership reserves in short-term instruments or money market funds; 8.1.12 take any and all other action which is permitted under law or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement; and the enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law; 8.1.13 take any and all action required to guarantee the indebtedness of Xxxxxxx Xxxx, Inc and/or its subsidiaries; and 8.1.14 delegate any or all of its authority and powers as manager of the Partnership to the Management Committee.

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