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.

Appears in 11 contracts

Samples: Limited Partnership Agreement (Medalist Diversified REIT, Inc.), Limited Partnership Agreement (Medalist Diversified REIT, Inc.), Agreement of Limited Partnership (CapRocq Core REIT, Inc.)

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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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)) hereof, 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)) hereof. (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.

Appears in 7 contracts

Samples: Agreement of Limited Partnership (Agree Realty Corp), Limited Partnership Agreement (Pebblebrook Hotel Trust), Limited Partnership Agreement (Pebblebrook Hotel Trust)

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~~ . To the ~~General Partner is on the date of such occurrence a partnership~~fullest extent permitted by law, 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~~ 7.05 and the Partnership is continued pursuant to Section ~~7.03~~7.04 hereof, the General Partner shall promptly transfer and assign its General ~~Partnership~~ Partner Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section ~~7.03(b~~7.04(b) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.03 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~~ Partner 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~~ Partner Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General ~~Partnership~~ Partner 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~~ Partner 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~~ Partner Interest shall be the average of the two appraisals closest in value. (c) The General ~~Partnership~~ Partner Interest of a removed General Partner, during the time after default until transfer under Section ~~7.04(b)~~7.05(b) hereof, 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)~~7.05(b) hereof. (d) Notwithstanding any other provision of this Agreement, for so long as the General Partner is treated as a REIT for U.S. federal income tax purposes, to the fullest extent permitted by law, the General Partner shall not be removed unless (a) the General Partner’s economic interest in the Partnership shall be simultaneously transferred to another entity that is either (i) not an Affiliate of the General Partner or (ii) a TRS or (b) such removal would not otherwise result in the Partnership having only one partner for U.S. federal income tax purposes. (e) 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~~7.05.

Appears in 7 contracts

Samples: Limited Partnership Agreement (American Realty Capital Properties, Inc.), Limited Partnership Agreement (American Realty Capital Properties, Inc.), Limited Partnership Agreement (American Realty Capital Trust III, Inc.)

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 to, or removal of 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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~~ excluding, for purposes of determining a Majority in Interest, Partnership Interests held by 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 dollar value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b)) hereof, 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)) hereof. (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.

Appears in 6 contracts

Samples: Limited Partnership Agreement (Postal Realty Trust, Inc.), Limited Partnership Agreement (Postal Realty Trust, Inc.), Limited Partnership Agreement (Physicians Realty Trust)

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~~ . To the ~~General Partner is on the date of such occurrence a partnership~~fullest extent permitted by law, 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~~ 7.05 and the Partnership is continued pursuant to Section ~~7.03~~7.04 hereof, the General Partner shall promptly transfer and assign its General ~~Partnership~~ Partner Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section ~~7.03(b~~7.04(b) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.03 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~~ Partner 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~~ Partner Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General ~~Partnership~~ Partner 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~~ Partner 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~~ Partner Interest shall be the average of the two appraisals closest in value. (c) The General ~~Partnership~~ Partner Interest of a removed General Partner, during the time after default until transfer under Section ~~7.04(b)~~7.05(b) hereof, 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)~~7.05(b) hereof. (d) Notwithstanding any other provision of this Agreement, for so long as the General Partner is treated as a REIT, to the fullest extent permitted by law, the General Partner shall not be removed unless (a) the General Partner’s economic interest in the Partnership shall be simultaneously transferred to another entity that is either (i) not an Affiliate of the General Partner or (ii) a TRS or (b) such removal would not otherwise result in the Partnership having only one partner for U.S. federal income tax purposes. (e) 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~~7.05.

Appears in 6 contracts

Samples: Limited Partnership Agreement (New York City REIT, Inc.), Limited Partnership Agreement (American Finance Trust, Inc), Limited Partnership Agreement (Global Net Lease, Inc.)

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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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~~ removal until transfer under Section 7.04(b)) hereof, 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)) hereof. (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.

Appears in 4 contracts

Samples: Agreement of Limited Partnership (Xenia Hotels & Resorts, Inc.), Limited Partnership Agreement (Cherry Hill Mortgage Investment Corp), Limited Partnership Agreement (Ellington Housing Inc.)

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,~~ dissolution or 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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)) hereof, 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)) hereof. (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.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Summit Hotel Properties, Inc.), Limited Partnership Agreement (Summit Hotel Properties, Inc.), Limited Partnership Agreement (Summit Hotel Properties, Inc.)

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~~ . To the ~~General Partner is on the date of such occurrence a partnership~~fullest extent permitted by law, 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~~ 7.05 and the Partnership is continued pursuant to Section ~~7.03~~7.04 hereof, the General Partner shall promptly transfer and assign its General ~~Partnership~~ Partner Interest in the Partnership to the substitute General Partner approved by ~~a Majority in Interest~~ the Consent of the Class A Limited Partners in accordance with Section ~~7.03(b~~7.04(b) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.03 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~~ Partner 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~~ the Class A Limited Partners (~~excluding~~ exercised through the ~~General Partner and any Subsidiary~~ Consent of the ~~General Partner~~Class A Limited Partners) 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~~ the Class A Limited Partners (~~excluding~~ exercised through the ~~General Partner and any Subsidiary~~ Consent of the ~~General Partner~~Class A 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~~ Partner Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General ~~Partnership~~ Partner 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~~ Partner 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~~ Partner Interest shall be the average of the two appraisals closest in value. (c) The General ~~Partnership~~ Partner Interest of a removed General Partner, during the time after default until transfer under Section ~~7.04(b)~~7.05(b) hereof, 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)~~7.05(b) hereof. (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~~7.05.

Appears in 2 contracts

Samples: Merger Agreement (Realty Income Corp), Merger Agreement (American Realty Capital Trust, Inc.)

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,~~ provided that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to to, or removal of 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (~~excluding~~ excluding, for purposes of determining a Majority in Interest, Partnership Interests held by the General Partner ~~and~~ or 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~~ excluding, for purposes of determining a Majority in Interest, Partnership Interests held by the General Partner ~~and~~ or 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,~~ provided 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 dollar value. (c) The General Partnership Interest of a removed General Partner, during the time after ~~default~~ removal until transfer under Section 7.04(b)) hereof, shall be converted to that of a special Limited Partner; ~~provided, however,~~ provided that 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)) hereof. (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.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Alpine Income Property Trust, Inc.), Limited Partnership Agreement (Alpine Income Property Trust, Inc.)

Removal of General Partner. A. The General Partner may be removed by the Limited Partners only upon the approval of at least Two-Thirds in Interest of the Limited Partners, (ai) ~~Upon~~ if any act or omission of the ~~occurrence~~ General Partner in connection with the Partnership constitutes bad faith, breach of ~~an Event~~ fiduciary duty, willful misconduct or fraud, (ii) if the General Partner is in material violation of ~~Bankruptcy as to~~its obligations hereunder, or (iii) if a Triggering Event occurs; provided, however, that the ~~dissolution of~~Limited Partners may remove the General Partner pursuant to clauses (i) and (ii) above only if a court of competent jurisdiction or, at the election of Two- Thirds in Interest of the Limited Partners, an arbitration committee (which shall conduct its proceedings in accordance with the commercial rules of the American Arbitration Committee and shall consist of three individuals, of whom one shall be selected by the General Partner, one shall be selected by Two- Thirds in Interest of the Limited Partners and one shall be selected by written agreement of the other two) has previously determined that any act or omission of the General Partner in connection with the Partnership constitutes bad faith, willful misconduct or fraud or that the General Partner is in material violation of its obligations hereunder. B. In the event of any such removal of the General Partner, the Partnership shall, within sixty (60) days of the date of such removal, obtain an appraisal of the Portfolio Securities of the Partnership, including Portfolio Securities the purchase of which the Partnership has committed to as of such removal date (together "Removal Date Securities") from an independent firm of investment bankers of nationally recognized standing selected by the removed General Partner and approved by Two-Thirds in Interest of the Limited Partners, which approval shall not unreasonably be withheld. As of the removal date, the removed General Partner shall become a Special Limited Partner. The Special Limited Partner shall be entitled to receive as distributions pursuant to Section 5.2 that portion of all distributions made with reference to its Percentage of Contributed Capital, and that portion of all Incentive Distributions it would have received pursuant to Section 5.2 with respect to the Removal Date Securities, provided that all such distributions received in connection with such Removal Date Securities do not in the aggregate exceed the aggregate fair market value determinations for such securities made pursuant to this Section 8.5.B. Notwithstanding the foregoing, if after the removal of the General Partner the Partnership then terminates under Article XI without there having been elected a successor General Partner, the General Partner shall be ~~deemed~~ entitled to ~~be removed automatically; provided~~the same allocations and distributions arising out of the Dissolution Sale as if it had not been removed. The Special Limited Partner shall not have the limited approval rights accorded to Limited Partners in this Agreement, ~~however~~and as a Special Limited Partner, ~~that if~~ the General Partner ~~is on~~ and its Affiliates shall be released from all commitments and obligations under Article VII effective upon 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 causeremoval. (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.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Cmgi Inc), Limited Partnership Agreement (Cmgi Inc)

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~~ . To the ~~General Partner is on the date of such occurrence a partnership~~fullest extent permitted by law, 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~~ 7.05 and the Partnership is continued pursuant to Section ~~7.03~~7.04 hereof, the General Partner shall promptly transfer and assign its General ~~Partnership~~ Partner Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section ~~7.03(b~~7.04(b) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.03 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~~ Partner 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~~ Special Limited Partner and any Subsidiary of the ~~General~~ Special Limited 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~~ Special Limited Partner and any Subsidiary of the ~~General~~ Special Limited 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~~ Partner Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General ~~Partnership~~ Partner 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~~ Partner 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~~ Partner Interest shall be the average of the two appraisals closest in value. (c) The General ~~Partnership~~ Partner Interest of a removed General Partner, during the time after default until transfer under Section ~~7.04(b)~~7.05(b) hereof, 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)~~7.05(b) hereof. (d) Notwithstanding any other provision of this Agreement, for so long as the Special Limited Partner is treated as a REIT for U.S. federal income tax purposes, to the fullest extent permitted by law, the General Partner shall not be removed unless (a) the General Partner’s economic interest in the Partnership shall be simultaneously transferred to another entity that is either (i) not an Affiliate of the Special Limited Partner or (ii) a TRS or (b) such removal would not otherwise result in the Partnership having only one partner for U.S. federal income tax purposes. (e) 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~~7.05.

Appears in 2 contracts

Samples: Limited Partnership Agreement (American Realty Capital Properties, Inc.), Limited Partnership Agreement (American Realty Capital Properties, Inc.)

Removal of General Partner. (a) ~~Upon~~ If the ~~occurrence~~ A/B Partners become Defaulting Partners in accordance with Section 15.4, any Unaffiliated LP entitled to vote on Major Decisions, acting alone, may elect to remove the Class A Partner as General Partner of the Company. Such removal shall become automatically effective on the date that the Unaffiliated LPs entitled to vote on Major Decisions agree on a replacement General Partner, who shall be one of the Persons (or an Affiliate of one of the Persons) listed on Exhibit 11 or, if the Unaffiliated LPs entitled to vote on Major Decisions otherwise agree, an Unaffiliated LP, an Affiliate of an ~~Event of Bankruptcy as to~~Unaffiliated LP, or any other third party (and if the ~~dissolution of~~replacement General Partner is not then a Partner, then the Unaffiliated LPs entitled to vote on Major Decisions may amend this Agreement and do all other things reasonably necessary or appropriate solely to admit such replacement General Partner as a Partner and appoint it as General Partner of the Company, without the need for any action of or approval by the A/B Partners). In addition, the Class A Partner shall be removed as General Partner, and a replacement General Partner appointed as aforesaid, upon the sale of the A/B Partners’ Partnership Interests pursuant to Article IX or Article XIV. Following its removal as General Partner, the ~~General~~ Class A Partner shall ~~be deemed~~ have no further power, authority or right to ~~be removed automatically; provided, however, that if~~ act for or bind 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 causeCompany. (b) If Upon the removal of the Class A Partner as General Partner ~~has been removed pursuant~~ as provided for in 6.14(a): (i) any Unaffiliated LP entitled to ~~this Section 7.04 and the Partnership is continued pursuant to Section 7.03~~vote on Major Decisions, 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 assignmentacting alone, ~~the removed General Partner~~ shall be entitled to ~~receive from~~ immediately terminate all Affiliate Agreements with the ~~substitute~~ A/B Partners or their Partner Related Parties without penalty (but subject to the payment of fees that were accrued but unpaid as of the time of such termination)); (ii) the Class A Partner’s Holdco Series B Preferred Units shall automatically be assigned to the replacement General Partner or such other Person or Persons as the ~~fair market value~~ Class D LP shall in its sole discretion direct (and the Class A Partner shall execute any instrument reasonably requested by the Class D LP to evidence such assignment, but the execution of such instrument shall not be required to effect such assignment); (iii) the Unaffiliated LPs entitled to vote on Major Decisions may cause the Company to pay the replacement General Partner such compensation as they may deem appropriate; (iv) the Class A Partner’s Partnership Interest ~~of such removed General Partner as reduced by any damages caused~~ shall automatically be converted to a limited partnership interest; (v) the ~~Partnership by such General Partner. Such fair market value~~ A/B Partners shall ~~be determined by an appraiser mutually agreed upon by~~ have no further right to nominate or replace 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 removalA/B Directors, and the ~~fair market value of~~ right to nominate and replace the ~~removed~~ A/B Directors shall automatically be transferred to the replacement General Partner~~’s General Partnership Interest~~ ; and (vi) the A/B Partners shall, and shall be cause their Partner Related Parties to, reasonably cooperate with the ~~average of~~ Unaffiliated LPs and 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 replacement 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~~ For the avoidance of doubt, the replacement General ~~Partnership Interest~~ Partner shall be subject to removal as General Partner if such replacement General Partner or its Affiliate becomes a Defaulting Partner, and the same provisions applicable to the removal of ~~a removed~~ the Class A Partner shall apply to the removal of such replacement 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)mutatis mutandis. (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.

Appears in 1 contract

Samples: Omnibus Contribution and Partial Interest Assignment Agreement (Parkway, Inc.)

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 to, or removal of 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~~ 7.4 and the Partnership is continued pursuant to Section ~~7.03~~7.3 hereof, 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~~7.3(b) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~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 (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~~ excluding, for purposes of determining a Majority in Interest, Partnership Interests held by 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 dollar value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section ~~7.04(b)~~7.4(b) hereof, 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)~~7.4(b) hereof. (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~~7.4.

Appears in 1 contract

Samples: Limited Partnership Agreement (Strawberry Fields REIT, Inc.)

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~~ . To the ~~General Partner is on the date of such occurrence a partnership~~fullest extent permitted by law, 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~~ 7.05 and the Partnership is continued pursuant to Section ~~7.03~~7.04 hereof, the General Partner shall promptly transfer and assign its General ~~Partnership~~ Partner Interest in the Partnership to the substitute General Partner ~~approved by a Majority in Interest~~ in accordance with Section ~~7.03(b~~7.04(b) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.03 hereof. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner approved by a Majority in Interest the fair market value of the General ~~Partnership~~ Partner 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~~ Partner Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General ~~Partnership~~ Partner 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~~ Partner 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~~ Partner Interest shall be the average of the two appraisals closest in value. (c) The General ~~Partnership~~ Partner Interest of a removed General Partner, during the time after default until transfer under Section ~~7.04(b)~~7.05(b) hereof, 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)~~7.05(b) hereof. (d) Notwithstanding any other provision of this Agreement, for so long as Ventas is treated as a REIT, to the fullest extent permitted by law, the General Partner shall not be removed unless (a) the General Partner’s economic interest in the Partnership shall be simultaneously transferred to another entity that is either (i) not an Affiliate of the General Partner or Ventas or (ii) a TRS or (b) such removal would not otherwise result in the Partnership having only one partner for U.S. federal income tax purposes (e) 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~~7.05.

Appears in 1 contract

Samples: Limited Partnership Agreement (Ventas Inc)

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,~~ except 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 not 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~~7.03 hereof, 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~~. If, 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 be required to 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~~value to one another. (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~~ . 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, and 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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Legacy Healthcare Properties Trust Inc.)

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 to, or removal of 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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~~ excluding, for purposes of determining a Majority in Interest, Partnership Interests held by 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 dollar value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b)) hereof, 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)) hereof. (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.. ARTICLE VIII

Appears in 1 contract

Samples: Limited Partnership Agreement (Armada Hoffler Properties, Inc.)

Removal of General Partner. A. The General Partner may be removed by the Limited Partners only upon the approval of at least Two-Thirds in Interest of the Limited Partners, (ai) ~~Upon~~ if any act or omission of the ~~occurrence~~ General Partner in connection with the Partnership constitutes bad faith, willful misconduct or fraud, (ii) if the General Partner is in material violation of its obligations hereunder or (iii) if a Triggering Event occurs; provided, however, that the Limited Partners may remove the General Partner pursuant to clauses (i) and (ii) above only if a court of competent jurisdiction or, at the election of Two-Thirds in Interest of the Limited Partners, an ~~Event~~ arbitration committee (which shall conduct its proceedings in accordance with the commercial rules of ~~Bankruptcy as to~~the American Arbitration Committee and shall consist of three individuals, of whom one shall be selected by the General Partner, one shall be selected by Two-Thirds in Interest of the Limited Partners and one shall be selected by written agreement of the other two) has previously determined that any act or omission of the ~~dissolution of~~General Partner in connection with the Partnership constitutes bad faith, willful misconduct or fraud or that the General Partner is in material violation of its obligations hereunder. B. In the event of any such removal of the General Partner, the Partnership shall, within sixty (60) days of the date of such removal, obtain an appraisal of the Portfolio Securities of the Partnership, including Portfolio Securities the purchase of which the Partnership has committed to as of such removal date (together "Removal Date Securities") from an independent firm of investment bankers of nationally recognized standing selected by the removed General Partner and approved by Two-Thirds in Interest of the Limited Partners, which approval shall not unreasonably be withheld. As of the removal date, the removed General Partner shall become a Special Limited Partner. The Special Limited Partner shall be entitled to receive as distributions pursuant to Section 5.2 that portion of all distributions made with reference to its Percentage of Contributed Capital, and that portion of all Incentive Distributions it would have received pursuant to Section 5.2 with respect to the Removal Date Securities, provided that all such distributions received in connection with such Removal Date Securities do not in the aggregate exceed the aggregate fair market value determinations for such securities made pursuant to this Section 8.5.C. Notwithstanding the foregoing, if after the removal of the General Partner the Partnership then terminates under Article XI without there having been elected a successor General Partner, the General Partner shall be ~~deemed~~ entitled to ~~be removed automatically; provided~~the same allocations and distributions arising out of the Dissolution Sale as if it had not been removed. The Special Limited Partner shall not have the limited approval rights accorded to Limited Partners in this Agreement, ~~however~~and as a -42- Special Limited Partner, ~~that if~~ the General Partner ~~is on~~ and its Affiliates shall be released from all commitments and obligations under Article VII effective upon 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 causeremoval. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Cmgi Inc)

Removal of General Partner. ~~(a) Upon~~ If at any time in the ~~occurrence~~ reasonable judgment of ~~an Event~~ a Super Majority of ~~Bankruptcy as to, or~~ the ~~dissolution of~~Limited Partners, the General Partner has acted materially outside the authority vested in the General Partner under this Agreement, has materially failed to act in accordance with Exhibit A, or has otherwise acted materially in violation of any provision of this Agreement, then a Super Majority of the Limited Partners shall have the right, in their sole discretion, to deliver written notice to the General Partner specifying the action or failure to act described above. If the General Partner has not cured or, to the extent necessary, acted to prevent, any adverse consequences to the Partnership or any Limited Partner arising from the action or failure to act specified in such notice within thirty (30) days following the delivery of such written notice, then a Super Majority of the Limited Partners shall have the right, in their sole discretion, to remove the General Partner from its position as General Partner by delivering written notice of such removal to each Partner. Upon any such removal, 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 immediately cease to be a ~~dissolution~~ general partner 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 removalPartnership, 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), its interest shall be converted to that of a ~~special~~ Limited Partner having the same interest in Profits, Losses and Net Cash Flow as such Partner previously had as General Partner~~; provided~~, ~~however~~but, such removed General Partner shall not acquire any right or interest in any payment or distribution to the Limited Partners, as such, pursuant to this Agreement. Such a removed General Partner shall have ~~any rights~~ no further right to participate in the management ~~and~~ of the affairs of the ~~Partnership~~Partnership and the interest and Participating Percentage of such Person shall be disregarded in determining whether any approval, ~~and shall not be entitled to any portion of~~ consent or other action has been given or taken by the ~~income~~Partners, ~~expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to~~ the Limited Partners or any group of Partners. ~~Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations~~ Upon the removal of ~~such items that it would have been entitled to receive in its capacity as~~ a General Partner, ~~until~~ a Super Majority of the ~~transfer is effective pursuant to Section 7.04(b). (d) All~~ Limited Partners shall ~~have given~~ select a new or replacement General Partner, 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 Sections 13.4 and 13.5 shall apply. The right of the Limited Partners to remove the General Partner for any violation of this ~~Section 7.04~~Agreement shall not preclude or limit the right of any Limited Partner or the Partnership to exercise any one or more other remedies available (under this Agreement or otherwise) for such a violation, either in addition to or in place of such removal.

Appears in 1 contract

Samples: Limited Partnership Agreement (Scana Corp)

Removal of General Partner. (a) ~~Upon~~ The General Partner may be removed as a general partner of the ~~occurrence~~ Partnership by (A) the Class B Limited Partner if, in connection with the furtherance of ~~an Event of Bankruptcy~~ its obligations and duties 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~~ have been liable or guilty 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~~ any of the ~~General Partner if the business of the General Partner is continued~~ following actions: (i) embezzlement, (ii) fraud, (iii) willful misconduct, and (iv) criminal conviction, or (B) by the ~~remaining partner or partners. The Limited~~ vote of Partners ~~may not remove the General Partner, with or without cause~~holding at least a majority of Percentage Interests. (b) ~~If the General Partner has been removed pursuant~~ Prior 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 or simultaneously 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~~ Partner by the ~~event that~~ Class B Limited Partner upon the ~~parties are unable to agree upon an appraiser~~occurrence of any of the foregoing events described above in subclause (A), the ~~removed General~~ Class B Limited Partner ~~and a Majority in Interest (excluding~~ shall notify the ~~General Partner and any Subsidiary~~ Class A Limited Partner, on behalf of the limited partners of the Class A Limited Partner, in writing of the name of the Class B Limited Partner's proposed replacement 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~~ If the General ~~Partnership Interest of a~~ Partner is removed ~~General~~ by the Class A Limited Partner, ~~during~~ the ~~time after default until transfer under Section 7.04(b),~~ Class A Limited Partner shall ~~be converted~~ have the right to ~~that of~~ appoint a ~~special~~ replacement General Partner reasonably acceptable to the Class B Limited Partner~~; provided, however, such removed~~ . (d) If the newly appointed General Partner ~~shall not have any rights to participate in~~ proposed by the ~~management and affairs of~~ Class A Limited Partner or 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~~Class B Limited Partner, as the case may be, shall not be reasonably acceptable to other Limited Partner, the Class A Limited ~~Partners. Instead~~Partner or the Class B Limited Partner, ~~such~~ as the case may be, shall so notify the other Limited Partner in writing, and the Class A Limited Partners or the Class B Limited Partner, as the case may be, and the other Limited Partner shall cooperate in appointing a new General Partner. (e) Upon any removal of the General Partner as herein provided, the removed General Partner's future liability, obligations, and duties as a general partner of the Partnership shall immediately cease, and the Partnership shall indemnify and hold the removed General Partner ~~shall receive~~ harmless from and ~~be entitled only~~ against any and all losses, costs, claims, and damages arising from or relating to ~~retain distributions~~ any action or ~~allocations~~ omissions of the Partnership from and after such ~~items that it would have been entitled to receive in its capacity as~~ removal of the General Partner~~, until the transfer is effective pursuant to Section 7.04(b)~~. (df) ~~All Partners shall have given and hereby do give such consents~~Notwithstanding anything contained herein to the contrary, ~~shall take such actions and shall execute such documents~~ if the General Partner withdraws or is removed, so long as ~~shall be legally necessary and sufficient to effect all~~ the ~~foregoing provisions~~ Mortgage is outstanding, a new general partner meeting the requirements of ~~this Section 7.04.~~Section

Appears in 1 contract

Samples: Limited Partnership Agreement (Metropolis Realty Holdings LLC)

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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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)) hereof, 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)) hereof. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Richmond Honan Medical Properties Inc.)

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,~~ provided that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to to, or removal of 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (~~excluding~~ excluding, for purposes of determining a Majority in Interest, Partnership Interests held by 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,~~ provided 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 dollar value. (c) The General Partnership Interest of a removed General Partner, during the time after ~~default~~ removal until transfer under Section 7.04(b)) hereof, shall be converted to that of a special Limited Partner; ~~provided, however,~~ provided that 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)) hereof. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Global Medical REIT Inc.)

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 CH\2141662.3 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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~~ removal until transfer under Section 7.04(b)) hereof, 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)) hereof. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Xenia Hotels & Resorts, Inc.)

Removal of General Partner. ~~(a) Upon~~ A. In the ~~occurrence~~ event that Special Limited Partner determines to remove General Partner pursuant to Section 8.1, Special Limited Partner shall notify General Partner in writing, within 5 days after such determination, of ~~an Event~~ the Material Default that is the cause for the removal of ~~Bankruptcy as to, or the dissolution of, the~~ General Partner~~, the~~ . General Partner shall ~~be deemed~~ have 30 days from receipt of the notice to ~~be removed automatically~~cure the Material Default; provided, however, that if a Material Default, other than a monetary default, cannot be reasonably cured within such 30 days, Special Limited Partner will not have the right to remove General Partner under 8.1 provided that within such 30 day period General Partner in good faith commences actions which are likely to cure such Material Default and diligently prosecutes such cure to completion. If General Partner fails to cure within the specified time period, Special Limited Partner shall notify General Partner of the effective date of General Partner's removal promptly after the cure period has expired; provided, however, in the event 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~~8.3, the General Partner shall ~~promptly transfer~~ take such actions and ~~assign its~~ execute such documents as the Special Limited Partner may reasonably request to reflect such removal. Each Partner hereby irrevocably appoints Special Limited Partner (with full power of substitution) as the attorney-in-fact of such Partner for the purpose of executing, acknowledging, swearing to, recording and/or filing any amendment to this Agreement necessary or appropriate to confirm the foregoing. B. If General ~~Partnership Interest in~~ Partner is removed pursuant to this Section 8.3, the Partnership shall, subject to Section 8.2, pay to General Partner an amount equal to (i) the sum of (a) any fees earned and unpaid through the date of removal due to General Partner or General Partner's Affiliates under Section 7.5, (b) an amount equal to the ~~substitute~~ General Partner's positive Capital Account balance, if any, following a deemed sale of the Project and a deemed liquidation of the Partnership, and (c) the principal balance and any accrued but unpaid interest on the General Partner's Subordinated Partner Loan, any Operating Deficit Loans, and any Voluntary General Partner ~~approved by a Majority in Interest in accordance with Section 7.03(b~~Loans (but prior to any deemed distributions upon liquidation), minus (ii) ~~and otherwise be admitted~~ an amount equal to the ~~Partnership in accordance~~ sum of (x) the amount, as of the date of removal, of any then outstanding Investor Limited Partner Loans, together with ~~Section 7.02. At~~ interest on such amounts as of the ~~time~~ date of ~~assignment~~removal, (y) any indebtedness or amount(s) owed by the ~~removed~~ General Partner ~~shall be entitled to receive from the substitute~~ or any Affiliate of General Partner to any Limited Partner or Affiliate of a Limited Partner, and (z) any loss or damage suffered by the Partnership or Limited Partners as a result of the Material Default creating the right of Special Limited Partner to remove General Partner pursuant to this Section 8.3 other than any such loss or damage which is accounted for pursuant to subsection (x) above. Within 30 days after the date the General Partner is removed pursuant to this Section 8.3, or, if later, within 10 days after the date the fair market value of the ~~General Partnership Interest of such removed General Partner as reduced by any damages caused~~ Project is determined pursuant to ~~the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by~~ Section 8.3D below, the General Partner shall pay the amount, if any, by which the aggregate amount described in (ii)(x), (y) and ~~a Majority in Interest~~ (~~excluding the General Partner and any Subsidiary of the General Partner~~z) 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 above exceeds the ~~lower appraisal by more than 20% of the~~ aggregate amount ~~of the lower appraisal~~described in (i)(a), 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. (b) and (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)above. (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.

Appears in 1 contract

Samples: Articles of Limited Partnership (Amerus Life Holdings Inc)

Removal of General Partner. ~~(a) Upon~~ In the ~~occurrence~~ event 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 pursuant to Section 10.02B, the removed General Partner's Interest as General Partner of the Partnership shall become a limited partner interest but without any voting or consensual ______ which other Limited Partners may have (except the right to continue the business of the Partnership and to appoint one or more general partners as provided in Section 6.05A, with respect to which the General Partner agrees that it will consent in writing to such action) and its Interest shall be reduced by fifty percent (50%). Such reduction of the General Partner's interest is not a penalty. In the event ~~that~~ of the ~~parties are unable~~ removal of the General Partner pursuant to ~~agree upon an appraiser~~Section 10.02B, then the Partnership shall have the right (but not the obligation) to purchase the removed General ~~Partner and a Majority~~ Partner's interest in ~~Interest~~ the Partnership (~~excluding~~ determined after giving effect to the ~~General Partner and any Subsidiary~~ preceding sentence) within 60 days of such removal (or if later, upon the determination of the ~~General Partner~~"fair market value" of such interest as set forth below) ~~each shall select an appraiser~~at the "fair market value" of such interest. ~~Each such appraiser shall complete an appraisal~~ For purposes of the preceding sentence, the "fair market ~~value~~ value" of the removed General Partner~~’s General~~ 's Interest in the Partnership ~~Interest within 30 days of~~ shall be the ~~General Partner’s removal,~~ amount agreed to between the Partnership and the removed General Partner or, in the absence of such an agreement, the amount determined by an independent appraiser selected by the Partnership and the removed General Partner (provided that, if the parties cannot agree upon such an appraiser, then each party shall select an appraiser and the two appraisers selected by the parties shall select a third appraiser, with the "fair market ~~value~~ value" of the removed General Partner~~’s General Partnership~~ 's Interest ~~shall~~ to be determined by the average of the ~~two appraisals; provided~~amounts determined by the three appraisers, ~~however,~~ disregarding entirely any appraisal that ~~if the higher appraisal exceeds the lower appraisal~~ differs by more than twenty percent (20% %) from the amount determined by the appraiser whose determination is between the highest and lowest of the ~~amount~~ amounts determined by the three appraisers). Payment 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~~ purchase price for the removed General Partner~~’s General Partnership~~ 's Interest ~~no later than 60 days after~~ may be made, at the ~~removal~~ election of the ~~General Partner~~Partnership, in cash or by a promissory note bearing interest at the Prime Rate (but not higher than the maximum lawful rate) and providing for payment of principal in five equal annual installments. ~~In such case,~~ The expense of all appraisals pursuant to this Section 6.04 shall be borne equally by the ~~fair market value of~~ Partnership and 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.

Appears in 1 contract

Samples: Agreement of Limited Partnership (Marriott Diversified American Hotels L P)

Removal of General Partner. The General Partner may be removed and cease to be a general partner of the Partnership only as provided for in Section 7.4(g) or upon the occurrence of any of the following events (each a “Cause Event”): (a) ~~Upon~~ the ~~occurrence~~ liquidation or termination of ~~an Event of Bankruptcy as to, or the dissolution of,~~ the General Partner, ; (b) the Bankruptcy of the General Partner ~~shall be deemed~~ or Xxxxxxx; (c) a final non-appealable determination by the acting arbitrator pursuant to ~~be removed automatically~~Section 15.19(c) hereof or a court of competent jurisdiction of the actual and intentional fraud, gross negligence, or willful misconduct by the General Partner; ~~provided~~or (d) a final non-appealable conviction of xxxxxxxx or crimes involving moral turpitude, ~~however~~actual and intentional fraud, or misappropriation of assets by the General Partner or Chief Executive Officer or Chief Financial Officer of Xxxxxxx, provided that the General Partner will have the right to cure any such act that was committed by a rogue employee (other than the Chief Executive Officer or Chief Financial Officer) if the General Partner ~~is on~~ immediately causes the ~~date~~ removal of such ~~occurrence a partnership,~~ officer from any further involvement in 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~~ Project and with the ~~General Partner if the business of the General Partner is continued~~ Partnership and makes restitution for any actual damages suffered by the ~~remaining partner or partners~~Partnership and the Class B Limited Partner. 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~~ advise the Class B Limited Partner in writing of the occurrence of any Cause Event known by the General ~~Partnership Interest in~~ Partner. Within ninety (90) days following (y) the ~~Partnership to the substitute~~ occurrence of a General Partner ~~approved by a Majority~~ removal event described in ~~Interest in accordance with~~ Section ~~7.03(b~~7.4(g) ~~and otherwise be admitted to~~ or (z) the ~~Partnership in accordance with Section 7.02. At~~ Class A Limited Partner’s receipt from the ~~time of assignment, the removed~~ General Partner ~~shall be entitled~~ of such written notice of the occurrence of a Cause Event (or, if earlier, within 90 days following the first date on which the Class B Limited Partner received written knowledge of such Cause Event (without any duty to ~~receive from~~ investigate)) the ~~substitute~~ Class B Limited Partner may cause the General Partner to be removed as the ~~fair market value~~ general partner of ~~the General Partnership Interest of such removed General Partner as reduced by any damages caused to~~ the Partnership by providing written notice of such ~~General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by~~ removal to the General Partner and ~~a Majority in Interest~~ the Class A Limited Partner (~~excluding~~ the ~~General Partner and any Subsidiary~~ “Removal Notice”). The Removal Notice must state the effective date 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~~ which date must 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 one hundred twenty (120) days after the ~~removal~~ date 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 valueRemoval Notice. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Stratus Properties Inc)

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,~~ provided that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to to, or removal of 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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~~ excluding, for purposes of determining a Majority in Interest, Partnership Interests held by 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,~~ provided 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 dollar value. (c) The General Partnership Interest of a removed General Partner, during the time after ~~default~~ removal until transfer under Section 7.04(b)) hereof, shall be converted to that of a special Limited Partner; ~~provided, however,~~ provided that 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)) hereof. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (RiverBanc Multifamily Investors, Inc.)

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~~ 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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)) hereof, 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)) hereof. (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.. 27

Appears in 1 contract

Samples: Limited Partnership Agreement (Summit Hotel Properties, Inc.)

Removal of General Partner. ~~(a) Upon~~ A. In the ~~occurrence~~ event that Special Limited Partner determines to remove General Partner pursuant to Section 8.1, Special Limited Partner shall notify General Partner in writing, within 5 days after such determination, of ~~an Event~~ the Material Default that is the cause for the removal of ~~Bankruptcy as to, or the dissolution of, the~~ General Partner~~, the~~ . General Partner shall ~~be deemed~~ have 30 days from receipt of the notice to ~~be removed automatically~~cure the Material Default; provided, however, that if a Material Default, other than a monetary default, cannot be reasonably cured within such 30 days, Special Limited Partner will not have the right to remove General Partner under 8.1 provided that within such 30 day period General Partner in good faith commences actions which are likely to cure such Material Default and diligently prosecutes such cure to completion. If General Partner fails to cure within the specified time period, Special Limited Partner shall notify General Partner of the effective date of General Partner's removal promptly after the cure period has expired; provided, however, in the event 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~~8.3, the General Partner shall ~~promptly transfer~~ take such actions and ~~assign its~~ execute such documents as the Special Limited Partner may reasonably request to reflect such removal. Each Partner hereby irrevocably appoints Special Limited Partner (with full power of substitution) as the attorney-in-fact of such Partner for the purpose of executing, acknowledging, swearing to, recording and/or filing any amendment to this Agreement necessary or appropriate to confirm the foregoing. B. If General ~~Partnership Interest in~~ Partner is removed pursuant to this Section 8.3, the Partnership shall, subject to Section 8.2, pay to General Partner an amount equal to (i) the sum of (a) any fees earned and unpaid through the date of removal due to General Partner or General Partner's Affiliates under Section 7.5, (b) an amount equal to the ~~substitute~~ General Partner's positive Capital Account balance, if any, following a deemed sale of the Project and a deemed liquidation of the Partnership, and (c) the principal balance and any accrued but unpaid interest on the General Partner's Subordinated Partner Loan, any Operating Deficit Loans, and any Voluntary General Partner ~~approved by a Majority in Interest in accordance with Section 7.03(b~~Loans (but prior to any deemed distributions upon liquidation), minus (ii) ~~and otherwise be admitted~~ an amount equal to the ~~Partnership in accordance~~ sum of (x) the amount, as of the date of removal, of any then outstanding Investor Limited Partner Loans, together with ~~Section 7.02. At~~ interest on such amounts as of the ~~time~~ date of ~~assignment~~removal, (y) any indebtedness or amount(s) owed by the ~~removed~~ General Partner ~~shall be entitled to receive from the substitute~~ or any Affiliate of General Partner to any Limited Partner or Affiliate of a Limited Partner, and (z) any loss or damage suffered by the Partnership or Limited Partners as a result of the Material Default creating the right of Special Limited Partner to remove General Partner pursuant to this Section 8.3 other than any such loss or damage which is accounted for pursuant to subsection (x) above. Within 30 days after the date the General Partner is removed pursuant to this Section 8.3, or, if later, within 10 days after the date the fair market value of the ~~General Partnership Interest of such removed General Partner as reduced by any damages caused~~ Project is determined pursuant to ~~the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by~~ Section 8.3D below, the General Partner shall pay the amount, if any, by which the aggregate amount described in (ii)(x), (y) and ~~a Majority~~ (z) above exceeds the aggregate amount described in ~~Interest~~ (~~excluding~~ i)(a), (b) and (c) above. Amounts paid or credited to the General Partner pursuant to clause 8.3.B(i)(a) above that are attributable to a fee earned and ~~any Subsidiary~~ unpaid with respect to an Affiliate 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 treated for all purposes as having been paid to 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~~Affiliate. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Amerus Life Holdings Inc)

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 to, or removal of 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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (~~excluding~~ excluding, for purposes of determining a Majority in Interest in this instance, Partnership Interests held by 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~~ excluding, for purposes of determining a Majority in Interest in this instance, Partnership Interests held by 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 dollar value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b)) hereof, 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)) hereof. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Priam Properties Inc.)

Removal of General Partner. (a) ~~Upon~~ If the ~~occurrence~~ A/B Partners become Defaulting Partners in accordance with Section 15.4, any Unaffiliated LP entitled to vote on Major Decisions, acting alone, may elect to remove the Class A Partner as General Partner of the Company. Such removal shall become automatically effective on the date that the Unaffiliated LPs entitled to vote on Major Decisions agree on a replacement General Partner, who shall comply with the Transfer Restrictions and who shall be one of the Persons (or an Affiliate of one of the Persons) listed on Schedule B or, if the Unaffiliated LPs entitled to vote on Major Decisions otherwise agree, an Unaffiliated LP, an Affiliate of an ~~Event of Bankruptcy as to~~Unaffiliated LP, or any other third party (and if the ~~dissolution of~~replacement General Partner is not then a Partner, then the Unaffiliated LPs entitled to vote on Major Decisions may amend this Agreement and do all other things reasonably necessary or appropriate solely to admit such replacement General Partner as a Partner and appoint it as General Partner of the Company, without the need for any action of or approval by the A/B Partners). In addition, the Class A Partner shall be removed as General Partner, and a replacement General Partner appointed as aforesaid, upon the sale of the A/B Partners’ Partnership Interests pursuant to Article IX or Article XIV. Following its removal as General Partner, the ~~General~~ Class A Partner shall ~~be deemed~~ have no further power, authority or right to ~~be removed automatically; provided, however, that if~~ act for or bind 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 causeCompany. (b) If Upon the removal of the Class A Partner as General Partner ~~has been removed pursuant~~ as provided for in Section 6.14(a): (i) any Unaffiliated LP entitled to ~~this Section 7.04 and the Partnership is continued pursuant to Section 7.03~~vote on Major Decisions, 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 assignmentacting alone, ~~the removed General Partner~~ shall be entitled to ~~receive from~~ immediately terminate all Affiliate Agreements with the ~~substitute~~ A/B Partners or their Partner Related Parties without penalty (but subject to the payment of fees that were accrued but unpaid as of the time of such termination)); (ii) the Class A Partner’s Holdco Series B Preferred Units shall automatically be assigned to the replacement General Partner or such other Person or Persons as the ~~fair market value of~~ Class D LP shall in its sole discretion direct (and the ~~General Partnership Interest~~ Class A Partner shall execute any instrument reasonably requested by the Class D LP to evidence such assignment, but the execution 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 instrument shall not be required to effect such assignment); (iii) the Unaffiliated LPs entitled to ~~any portion of~~ vote on Major Decisions may cause the ~~income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as~~ Company to pay the ~~case may be, to the Limited Partners. Instead, such removed~~ replacement 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~~ compensation 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.they may deem appropriate;

Appears in 1 contract

Samples: Limited Partnership Agreement (Parkway, Inc.)

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~~7.03 hereof, 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) hereof and otherwise be admitted to the Partnership in accordance with Section ~~7.02~~7.02 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 (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~~ removal until transfer under Section 7.04(b)) hereof, shall be converted to that of a special Limited Partner; provided, however, that 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)) hereof. (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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Reven Housing REIT, Inc.)

Common use of Removal of General Partner Clause in Contracts