Common use of Removal of General Partner Clause in Contracts

Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner has: (1) been subject to Bankruptcy in accordance with this Agreement; (2) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement; (3) been convicted of, or entered into a plea of guilty to, a felony; (4) made personal use of Partnership funds or properties; (5) violated the terms of the Mortgage and such violation prompts Home Savings of America, FSB to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 days of such letter or notice; (6) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7) failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement; (9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply; (10) violated any federal or state tax law which causes a recapture of LIHTC; or (11) failed during any six-month period during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.

Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner has: (1) been subject to Bankruptcy in accordance with this Agreement; (2) committed any fraud, fraud and willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement; (3) been convicted of, or entered into a plea of guilty to, a felony; (4) made personal use of Partnership funds or properties; (5) violated the terms of the Mortgage Mortgage, and such violation prompts Home Savings of America, FSB Federal Trust Bank to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 60 days of such letter or notice; (6) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7) failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement, which breach or failure has had an adverse effect on the Partnership; (9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e7.3(e) of this Agreement apply; (10) violated any federal or state tax law which causes a recapture of LIHTC; or (11) failed during any six-month period during the Compliance Period to cause at least 8580% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period; however (12) The General Partner shall not be subject to removal because of a reduction in the availability of LIHTC or a recapture of LIHTC that results from a transfer of Limited Partner interests in the Partnership. (b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.

Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner has: (1) been subject to Bankruptcy in accordance with this Agreement; (2) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement; (3) been convicted of, or entered into a plea of guilty to, a felony; (4) made personal use of Partnership funds or properties; (5) violated the terms of the Mortgage and such violation prompts Home Savings of AmericaSouth Trust Bank, FSB to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 days of such letter or notice; (6) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7) failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this AgreementAgreement after having been provided notice and a thirty (30) day opportunity to cure such breach or failure; (9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply; (10) violated any federal or state tax law which causes a recapture of LIHTC; or (11) failed during any six-month period during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.

Removal of General Partner. (a) The Special Limited Partner or the Special Limited Partner, or both of them, Partner may remove any or all of the General Partner for Partner: (1) For cause if any such General Partner has: (1A) been Been subject to Bankruptcy in accordance with this Agreementan event of Bankruptcy; (2B) committed Committed any fraud, willful misconduct, breach of fiduciary duty or other grossly negligent conduct in the performance of its duties under this Agreement; (3C) been convicted Convicted of, or entered entering into a plea of guilty to, a felony; (4D) made Made personal use of Partnership funds or properties; (5E) violated Violated the terms of the Mortgage Note, and such violation prompts Home Savings of America, FSB Mortgage Lenders to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 Partner, except that in regard to the Mortgage the cure period shall be the sooner of thirty days or ten days prior to the expiration of such letter or noticethe cure period referenced in the loan documents, if any; (6F) failed Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7G) failed Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this AgreementAgreement and such conduct caused the Partnership to suffer an uninsurable loss; (9I) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply; (10) violated Violated any federal or state tax law which causes a recapture of LIHTC; or (11J) failed Failed during any six-month period during the Compliance Period first 15 years of Project operations to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (b) Written notice of the removal for cause of the a General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through thorough the date of receipt of such notice, notice and thereafter it shall not sell or dispose of Partnership assets under any circumstancesin the ordinary course of business of the Partnership or otherwise unless such sale or disposition is subject to a conduct entered into by and binding upon the Partnership prior to the date upon which such notice was received by the General Partner. The If possible the accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses expense of the accounting shall be borne by the General Partner. (d) The removal of the General Partner for cause shall become effective upon the date set forth in the notice. Such General Partner shall (i) cease to be a Partner of, or have any further interest in, the Partnership as of the effective date of the removal; (ii) be entitled to receive as its sole compensation for its interest in the Partnership an amount equal to its Capital Account balance as of the effective date of the removal, payable upon the dissolution and termination of the Partnership after all of the Partners have been distributed the positive balances in their Capital Accounts; and (iii) remain liable to restore any deficit balance in its Capital Account as of the date of its removal as provided in Section 15.3(b) of this Agreement.

Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner has: (1) been subject to Bankruptcy in accordance with this Agreement; (2) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement; (3) been convicted of, or entered into a plea of guilty to, a felony; (4) made personal use of Partnership funds or properties; (5) violated the terms of the Mortgage and such violation prompts Home Savings of AmericaFidelity National Bank, FSB to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 days of such letter or notice; (6) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7) failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this AgreementAgreement after having been provided notice and a thirty (30) day opportunity to cure such breach or failure; (9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply; (10) violated any federal or state tax law which causes a recapture of LIHTC; or (11) failed during any six-month period during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.

Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner has: (1) been subject to Bankruptcy in accordance with this Agreement; (2) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement; (3) been convicted of, or entered into a plea of guilty to, a felony; (4) made personal use of Partnership funds or properties; (5) violated the terms of the Mortgage and such violation prompts Home Savings of AmericaColonial Bank, FSB Alabama Housing Finance Authority (HOME) and to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 days of such letter or notice; (6) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7) failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement; (9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply; (10) violated any federal or state tax law which causes a recapture of LIHTC; or (11) failed during any six-month period during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.

Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner has: (1) been subject to Bankruptcy in accordance with this Agreement; (2) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement; (3) been convicted of, or entered into a plea of guilty to, a felony; (4) made personal use of Partnership funds or properties; (5) violated the terms of the Mortgage and such violation prompts Home Savings of America, FSB Missouri Housing Development Commission to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 days of such letter or notice; (6) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7) failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement; (9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply; (10) violated any federal or state tax law which causes a recapture of LIHTC; or (11) failed during any six-month period during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.

Removal of General Partner. (a) The Class A Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner has: (1) been subject to Bankruptcy in accordance with this Agreement; (2) committed any fraud, willful misconduct, breach of fiduciary duty or other grossly negligent conduct in the performance of its duties under this Agreement; (3) been convicted of, or entered into a plea of guilty to, a felony; (4) made personal use of Partnership funds or properties; (5) violated the terms of the Mortgage and such violation prompts Home Savings of America, FSB MHDC to issue a default letter or acceleration notice to the Partnership or General Partner and such violation has not been cured within 30 days of such letter or notice; (6) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (7) failed to obtain the Consent of the Class A Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (8) breached in any material respect any representation, warranty or covenant contained in this Agreement, or failed in any material respect to perform any other action which may be required by this Agreement; (9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply; (10) violated any federal or state tax law which causes a recapture of LIHTC; or (11) failed during any six-month period during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (b) Written notice of the removal for cause of the General Partner shall be served by the Class A Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, shall provide the General Partner thirty (30) days to cure the reason for removal and set forth the date upon which the removal is to become effectiveeffective in the event such cure is not effected. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.