Common use of Removal and Replacement of General Partner Clause in Contracts

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.

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 7.018.01. 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.

Removal and Replacement of General Partner. (a) The General Partner may be removed and replaced at any time upon the by Limited Partners constituting 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 With the Approval of the Partners, the Limited 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 Approval of 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 FW Genpar that Group Investors FW Genpar 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 constituting Approval of the Partners, Partners may 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.

Removal and Replacement of General Partner. (a) The General Partner may be removed and replaced at any time upon the by Limited Partners constituting 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 With the Approval of the Partners, the Limited 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 Approval of 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 31 that Group Investors 31 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 constituting Approval of the Partners, Partners may 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.

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 FW Group Investors that FW 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.

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 III 31 that Group Investors III 31 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.