Common use of Removal of a General Partner Clause in Contracts

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, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners thereof. 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 7.04 and the Partnership is continued pursuant to Section 7.03, such General Partner shall promptly transfer and assign its General Partnership Interest for fair market value to the substitute General Partner approved by Partners holding a majority of the Partnership Percentage Interest in accordance with Section 7.03(b) and otherwise admitted to the Partnership in accordance with Section 7.02. (c) The General Partnership Interest of a removed General Partner, during the time after removal until the date of 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 distributions payable to the Limited Partners. Instead, such removed General Partner shall receive and be entitled to retain only distributions 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.

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; automatically; provided, however, that if a 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 an Event of Bankruptcy or dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners thereof. 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 7.04 and the Partnership is continued pursuant to Section 7.03, such General Partner shall promptly transfer and assign its General Partnership Interest for fair market value to the substitute General Partner approved by Partners holding a majority of the Partnership Percentage Interest in accordance with Section 7.03(b) and otherwise admitted to the Partnership in accordance with Section 7.02. (c) The General Partnership Interest of a removed General Partner, during the time after removal until the date of 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 distributions payable to the Limited Partners. Instead, such removed General Partner shall receive and be entitled to retain only distributions 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.

Removal of a General Partner. (a) Upon A General Partner may be removed for Cause by the occurrence unanimous approval of an Event the Class A Limited Partner and the Class B Limited Partner which approval shall not be unreasonably withheld. The removal of Bankruptcy any General Partner hereunder shall be effected by obtaining a court determination that Cause exists and then by the sending of written notice thereof to such General Partner. The effective date of such removal shall be the date of the filing of appropriate amendments to the Certificate of Limited Partnership and all other filings required to be made on behalf of the Partnership with respect to the removal of such General Partner. The removed General Partner hereby appoints any remaining or successor General Partner as tohis attorney in fact to execute, or acknowledge, and deliver any document including the dissolution ofamendments to the Certificate of Limited Partnership and Agreement of Limited Partnership to effectuate such removal. After the General Partner's removal for Cause, a such General Partner's interest in the Partnership shall be deemed assigned to any successor General Partner, such if any, and the Limited Partners (pro rata to their Partnership Interests) or as may otherwise be agreed upon. Such removed General Partner shall be deemed remain liable for the acts resulting in his removal as well as all obligations or liabilities not discharged or otherwise satisfied prior to the date he ceased to be removed automatically; provided, however, that if a 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 an Event of Bankruptcy or dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners thereof. The Limited Partners may not remove the General Partner, with or without cause. (b) If For purposes of this Paragraph, "Cause" shall mean fraud or willful gross misconduct or a willful breach of a material obligation, representation or warranty of the General Partner has been removed pursuant to this Section 7.04 and under the Partnership is continued pursuant to Section 7.03, such General Partner shall promptly transfer and assign its General Partnership Interest for fair market value to the substitute General Partner approved by Partners holding a majority Agreement unless cured within thirty (30) days of the Partnership Percentage Interest in accordance with Section 7.03(b) and otherwise admitted to the Partnership in accordance with Section 7.02notice thereof. (c) The General Partnership Interest of a removed General Partner, during the time after removal until the date of 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 distributions payable to the Limited Partners. Instead, such removed General Partner shall receive and be entitled to retain only distributions 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.

Removal of a General Partner. The General Partner may not be removed, except for willful or wanton disregard of its duties or gross negligence. Prior to undertaking any such removal of the General Partner, the Limited Partner shall provide written notice to the General Partner of any such default constituting cause for removal and shall allow the General Partner a period of thirty (a30) Upon days after such notice to cure the occurrence default prior to effecting any removal of an Event the General Partner. After any such removal, such General Partner interest shall become a Limited Partners interest herein. At any time after a removal 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, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be an Event of Bankruptcy or dissolution of the General Partner if the business of such General Partner is continued by the remaining partner or partners thereof. 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 7.04 and the Partnership is continued pursuant to Section 7.03, such General Partner shall promptly transfer and assign its General Partnership Interest for fair market value to the substitute General Partner approved by Partners holding a majority of the Partnership Percentage Interest in accordance with Section 7.03(b) and otherwise admitted to the Partnership in accordance with Section 7.02. (c) The General Partnership Interest of a removed General Partner, during the time after removal until the date of 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 the right, upon delivery of a notice to participate in such effect to the management Partnership, to cause the Partnership to be dissolved as quickly as practicable, with its assets to be disposed of and its affairs wound up with the proceeds from the liquidation of the Partnership's assets to be distributed in the manner provided in Section 6.6 hereof. Upon any removal of a General Partner, and shall not be entitled to any portion of the distributions payable Partnership must promptly pay to the Limited Partners. Instead, such removed General Partner shall receive all amounts then accrued and be entitled owing to retain only distributions that it would have been entitled to receive in its capacity as the removed General Partner. A General Partner so removed will not be liable for any obligations of the Partnership after the effective date of its removal. If, until after any such removal, there shall be no General Partner having a sufficient interest in the transfer is effective Partnership to cause the Partnership to continue to be treated as a partnership under the Code and as a limited partnership under the Uniform Act (as determined by independent legal counsel for the Partnership), all Partnership Interests shall be reduced proportionately in accordance with the then existing percentages for allocation of profits and losses so that the successor General Partner will have the requisite interest in the Partnership pursuant to Section 7.04(b)the Code and the Uniform Act. (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.