Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, or a member of such General Partner has, if applicable, or the Partnership has: (1) been subject to Bankruptcy; (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) been barred from participating in any federal or state housing program; (5) made personal use of Partnership funds or properties; (6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender to issue a letter regarding the violation; (7) failed to provide any loan, advance, Capital Contribution or any other payment as required under this Agreement; (8) breached any representation, warranty or covenant contained in 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(d) of this Agreement apply; (10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement; (11) violated any federal or state tax law which causes a recapture of LIHTC; (12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation; (13) failed to keep the Development Budget In-Balance; (14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement; (15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b). (16) failed to maintain the reserve balances as required pursuant to Article VIII; (17) failed to place the Apartment Housing in service by within 6 months of the Completion Date; (18) failed to achieve 100% occupancy of the Apartment Housing by November 1, 2006; (19) failed to obtain Permanent Mortgage Commencement by November 1, 2006; (20) failed to renew the Insurance on or before the due date; (21) failed to pay the Real Estate Taxes on or before the due date; (22) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply; (23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6); (24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or (25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k). (b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (23) then the removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13), Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy or if the Partnership has been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated taken any action or failed to take any action where such action or failure violates the terms of the Mortgage and such violation prompts any Mortgage Lender the Georgia Department of Community Affairs to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) taken any action or failed to take any action where such action or failure violated any federal or state tax law which causes a recapture of LIHTCLIHTC or Georgia Credit;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction Loan and such violation prompts the Construction Lender Georgia Department of Community Affairs to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed to keep ensure that the Development Construction Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateDecember 1, 2002;
(1816) failed to achieve 10090% occupancy of the Apartment Housing Low Income Units and 90% of the Market Rate Units by November September 1, 20062003;
(1917) failed to obtain Permanent Mortgage Commencement by November September 1, 2006;2003; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing Low Income Units to Qualified Tenants; notwithstanding Tenants and 75%or more of the foregoingMarket Rate Units provided, however, that if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief relief. In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerremoval.
Appears in 2 contracts
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9), Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender USDA Rural Development to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated allowed the terms of the Construction Loan and such violation prompts the Construction Lender construction budget to issue a letter regarding such violationbe out-of-balance;
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(14) failed to place the Apartment Housing in service within 60 days of the Completion Date;
(15) failed to achieve 90% occupancy of the Apartment Housing by June 1, 2005;
(16) failed to obtain Permanent Mortgage Commencement June 1, 2005;
(17) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(1618) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November 1, 2006;.
(19) failed to obtain Permanent Mortgage Commencement by November 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(2120) failed to pay the Real Estate Taxes on or before the due date;; or
(2221) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure Majeure, prevailing market conditions, or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of , provided the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, General Partner pays for Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k)Deficits caused by prevailing market conditions.
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2118) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Construcion Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (18), (19), (2016) or (2317) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members, or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner, the Georgia Limited Partner, or the Special Limited Partner as required under this Agreement;
(8) breached any representation, warranty or covenant contained in this Agreement;
(9) caused the Projected Tax Credits or Projected Georgia Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTCLIHTC or GHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep ensure that the Development Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November June 1, 2006;
(19) failed to obtain Permanent Mortgage Commencement by November June 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;; or
(22) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment housing units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (17), (18), (19), (20) or (2322) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner Partner, Georgia Limited Partner, and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner Partner, Georgia Limited Partner, and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion f the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner hasPartner, its officers, directors, members or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment payment, as required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 six months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November March 1, 20062007;
(19) failed to obtain Permanent Mortgage Commencement by November September 1, 20062007;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;; and
(22) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (2322) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its an Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Security National Bank to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Security National Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction budget to keep the Development Budget Inbe out-Balanceof-balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateSeptember 1, 2001;
(1816) failed to achieve 100% occupancy of the Apartment Housing by November March 1, 20062002;
(1917) failed to obtain Permanent Mortgage Commencement by November March 1, 2006;2002; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Construcion Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 8)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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 felonyfelony related to the activities as a General Partner or any actions that impact the Partnership;
(4) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Regions Bank, Alabama Housing Finance Authority - HOME Loan or NEACAA to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Regions Bank to issue a letter regarding such violation;
(13) failed to keep ensure that the Development Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateApril 1, 2003;
(18) failed to achieve 10090% occupancy of the Apartment Housing by November September 1, 20062003;
(19) failed to obtain Permanent Mortgage Commencement by November September 1, 2006;2003; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(22) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2116) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (17), (18), (19), (20) or (23) then 20)then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion f the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members, or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1i) been subject to Bankruptcy;
(2ii) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(3iii) been convicted of, or entered into a plea of guilty to, a felony;
(4iv) been barred from participating in any federal or state housing program;
(5v) made personal use of Partnership funds or properties;
(6vi) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7vii) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner or the Special Limited Partner as required under this Agreement;
(8) viii) breached any representation, warranty or covenant contained in this Agreement;
(9ix) 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(d) 7.4 of this Agreement apply;
(10x) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11xi) violated any federal or state tax law which causes a recapture of LIHTC;
(12xii) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13xiii) failed to keep ensure that the Development Budget is In-Balance;
(14xiv) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15xv) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(16xvi) failed to maintain the reserve balances as required pursuant to Article VIII;
(17xvii) failed to place the Apartment Housing Project in service by within 6 months of the Completion Date;
(18xviii) failed to achieve 100% occupancy of the Apartment Housing Project by November January 1, 20062008;
(19xix) failed to obtain Permanent Mortgage Commencement by November April 1, 20062008;
(20xx) failed to renew the Insurance on or before the due date;
(21xxi) failed to pay the Real Estate Taxes on or before the due date;
(22xxii) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing Project to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (23) then the removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy, unless such act has been fully disclosed and said General Partner is in compliance with any Court ordered Bankruptcy 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) been barred debarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Security National Bank to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction and renovation monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Security National Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to keep the Development Budget Inbe out-Balanceof-balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateDecember 15, 2000;
(1816) failed to achieve 10090% occupancy of the Apartment Housing by November 1January 01, 20062001;
(1917) failed to obtain Permanent Mortgage Commencement by November 1January 01, 2006;2001; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner, Special Limited Partner and Special Limited Partnerapproved by HUD. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 8)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members, or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy or if any Guarantor has been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the any Construction Loan or Mortgage Loan and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(1514) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(1615) failed to maintain the reserve balances as required pursuant to Article VIII;
(1716) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(1817) failed to achieve 10090% occupancy Qualified Occupancy of the Apartment Housing by November December 1, 20062008;
(1918) failed to obtain Permanent Mortgage Commencement by November December 1, 2006;2008; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2219) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (1314), or (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Construction Loan or Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (1413), (16), (17), (18), or (19), (20) or (23) then the removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' meeting confirming the General Partner's removal of all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partners' recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy, unless such act has been fully disclosed and said General Partner is in compliance with any Court ordered Bankruptcy 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) been barred debarred from participating in any federal Federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Security National Bank to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in this Agreement;
(9) caused the Projected Federal Tax Credits or Projected Federal Historic Tax Credits to be allocated to the Partners for a term longer than the Federal Tax Credit Period unless the provisions of Section 7.4(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction and renovation monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal Federal or state tax law which causes a recapture of LIHTCFEDERAL LIHTC or Historic Credits;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Security National Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to keep the Development Budget Inbe out-Balanceof-balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateDecember 15, 2000;
(1816) failed to achieve 10090% occupancy of the Apartment Housing by November 1February 01, 20062001;
(1917) failed to obtain Permanent Mortgage Commencement by November 1January 01, 2006;2001; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner, Special Limited Partner and Special Limited Partnerapproved by HUD. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Minnesota Housing Finance Agency or Greater Minnesota Housing Fund to issue a default letter regarding or acceleration notice to the violationPartnership or the General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d) of this Agreement applyPeriod;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep ensure that the Development Budget is In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(1514) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(1615) failed to maintain the reserve balances as required pursuant to Article VIII;
(1716) failed to place the Apartment Housing in service by within 6 months January 31, 2004;
(17) failed to achieve 90% occupancy of the Completion DateApartment Housing by January 31, 2004;
(18) failed to achieve 100% occupancy of the Apartment Housing obtain Mortgage Commencement by November 1January 31, 2006;2004; or
(19) failed to obtain Permanent Mortgage Commencement by November 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(22) failed during any consecutive 6-6 month period during the Compliance Period to rent 85% or more 15 of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (2014) or (2115) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1713), (18), (1918), (20) or (2319) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion f the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members, or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner or the Special Limited Partner as required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Mortgage Loan and/or Subordinate Loan and such violation prompts the Construction Mortgage Lender and/or Subordinate Lender to issue a letter regarding such violation;
(13) failed to keep ensure that the Development Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November July 1, 20062005;
(19) failed to obtain Permanent Mortgage Commencement by November 1, 20062005;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(22) failed during any consecutive 6-month period during the Compliance Period to rent 8583% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;; or
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k)[intentionally omitted].
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Subordinate Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (17), (18), (19), (20) or (2322) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion f the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 11)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender USDA Rural Development to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Citizens Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction budget to keep the Development Budget Inbe out-Balanceof-balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateJune 1, 2002;
(1816) failed to achieve 100% occupancy of the Apartment Housing by November August 1, 20062002;
(1917) failed to obtain Permanent Mortgage Commencement by November June 1, 2006;2002; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreementeither by mail, or by personal service. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) 8) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority on the first day following the expiration of the Partners' Interests (Interest percentage for voting is in accordance with cure period, or, thirty-one days from the percentages shown in Section 10.1 General Partner's receipt of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreementthe Removal Notice. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (1110), (14), (17), (18), (19), (2011) or (2312) then the removal shall become effective upon approval of a majority the General Partner's receipt of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this AgreementRemoval Notice. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' meeting confirming termination of the General Partner's removal cure period, or five business days of the Removal Notice all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy or if the Partnership has been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any the lender under the Mortgage Lender Loan to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed to keep ensure that the Development Construction Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement, provided, however, that failure to obtain the consent of the Limited Partner or Special Limited Partner shall not be a removal event pursuant to this Section if the failure to obtain such consent did not, in the sole discretion of the Limited Partner or the Special Limited Partner, cause material detriment to the Limited Partner, the Special Limited Partner or the Partnership and if such consent was obtained within 30 of the action requiring consent;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateDecember 1, 2002;
(1816) failed to achieve 10090% occupancy of the Apartment Housing Low Income Units by November September 1, 20062002;
(1917) failed to obtain Permanent Mortgage Commencement by November December 1, 2006;2002; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 8580% or more of the total apartment units in the Apartment Housing Low Income Units to Qualified TenantsQualified; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief relief. In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerremoval.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep ensure that the Development Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateDecember 31, 2004;
(18) failed to achieve 100% occupancy of the Apartment Housing by November January 1, 2006;
(19) failed to obtain Permanent Mortgage Commencement by November January 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;; or
(22) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (17), (18), (19), (20) or (2322) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion f the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 11)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner hasPartner, its officers, directors, members or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment payment, as required under this Agreement;
(8) breached defaulted under any provision of this Agreement, including, but not limited to a breach of any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Mortgage Loan and such violation prompts the Construction Mortgage Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 six months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November March 1, 20062009;
(19) failed to obtain Permanent Mortgage Commencement by November 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(2120) failed to pay the Real Estate Taxes on or before the due date;; and
(2221) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (2019) or (2120) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (2321) then the removal shall become effective upon approval of a majority of the Partners' Interests Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partners' recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its an Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy, unless such act has been fully disclosed and said General Partner is in compliance with any Court ordered Bankruptcy 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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender USDA Rural Development (FmHA) - South Dakota to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained contain- ed in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction and renovation monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture re- capture of LIHTC;
(12) violated the terms of the Construction and Renovation Loan and such violation prompts the Construction Lender USDA Rural Development (FmHA) - South Dakota to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to keep the Development Budget Inbe out- of-Balancebalance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateMarch 1, 2001;
(1816) failed to achieve 10090% occupancy of the Apartment Housing by November 1, 20062001;
(1917) failed to obtain Permanent Mortgage Commencement by November 1, 2006;2001; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction and Renovation Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner hashas or any of its officers, or a member of such General Partner has, if applicablehave, or the Partnership has:
(1) been subject to Bankruptcy or if any Guarantor has been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the any Construction Loan or Mortgage Loan and such violation prompts any Mortgage Lender lender to issue declare a letter default regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as required under this Agreement;
(8) breached materially defaulted under any provision of this Agreement, including but not limited to a breach of any representation, warranty or covenant contained in this Agreementherein;
(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(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(1514) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(1615) failed to maintain the reserve balances as required pursuant to Article VIII;
(1716) failed to place the Apartment Housing in service by within 6 six months of the Completion Date, except due to Force Majeure;
(1817) failed to achieve 100% occupancy Qualified Occupancy of the Apartment Housing by November July 1, 20062008;
(1918) failed to obtain Permanent Mortgage Commencement by November 1May 16, 20062008;
(2019) failed to renew the Insurance on or before the due date;
(2120) failed to pay the Real Estate Taxes on or before the due delinquency date;; or
(2221) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(213.2(a), (6), (7), (8), (10), (12), (1314), (15), (16), (2019) or (2120) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the a Construction Loan or Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (2), (3), (4), (5), (9), (11), (1413), (16), (17), (18), (19), (20) or (2321) then the removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' meeting confirming the General Partner's removal of all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its an Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy, unless such act has been fully disclosed and said General Partner is in compliance with any Court ordered Bankruptcy 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) been barred debarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Security National Bank to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction and renovation monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Security National Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to keep the Development Budget Inbe out-Balanceof-balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateAugust 1, 2002;
(1816) failed to achieve 10090% occupancy of the Apartment Housing by November December 1, 20062002;
(1917) failed to obtain Permanent Mortgage Commencement by November August 1, 2006;2002; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner, Special Limited Partner and Special Limited Partnerapproved by HUD. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy, unless such act has been fully disclosed and said General Partner is in compliance with any Court ordered Bankruptcy 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) been barred debarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Security National Bank to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction and renovation monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Security National Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to keep the Development Budget Inbe out-Balanceof-balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateAugust 1, 2002;
(1816) failed to achieve 10090% occupancy of the Apartment Housing by November 1, 20062002;
(1917) failed to obtain Permanent Mortgage Commencement by November 1, 2006;2002; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner, Special Limited Partner and Special Limited Partnerapproved by HUD. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or propertiesproperties unless otherwise permitted under the Agreement;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Fidelity Bank to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC, so long as such recapture is not caused by or the result of an Unavoidable Event;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Fidelity Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed to keep ensure that the Development Construction Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date12/1/02, so long as such failure is not caused by an Unavoidable Event;
(1816) failed to achieve 10090% occupancy of the Apartment Housing by November April 1, 20062003, so long as such failure is not caused by an Unavoidable Event;
(1917) failed to obtain Permanent Mortgage Commencement by November April 1, 2006;2003, so long as such failure is not caused by an Unavoidable Event; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or Unavoidable Event, or unless if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective on the first day following the expiration of the cure period, or, thirty-one days from the General Partner's receipt of Removal Notice and upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon the General Partner's receipt of the Removal Notice and approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members, or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November March 1, 2006;
(19) failed to obtain Permanent Mortgage Commencement by November March 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;; or
(22) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest ((Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement)in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (2322) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest ((Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement)in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Union Planters Bank to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender Union Planters Bank to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction budget to keep the Development Budget Inbe out-Balanceof-balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateMarch 1, 2001;
(1816) failed to achieve 10095% occupancy of the Apartment Housing and 100% of the units will have been rented by November Qualified Tenants by January 1, 20062002;
(1917) failed to obtain Permanent Mortgage Commencement by November April 1, 2006;2002; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingnotwithstanding, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 7)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy or if the Partnership has been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated taken any action or failed to take any action where such action or failure violates the terms of the Mortgage and such violation prompts any Mortgage Lender the Georgia Department of Community Affairs to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) taken any action or failed to take any action where such action or failure violated any federal or state tax law which causes a recapture of LIHTCLIHTC or Georgia Credit;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction Loan and such violation prompts the Construction Lender Georgia Department of Community Affairs to issue a default letter regarding such violationor acceleration notice to the Partnership or General Partner;
(13) failed to keep ensure that the Development Construction Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion DateDecember 1, 2002;
(1816) failed to achieve 10090% occupancy of the Apartment Housing Low Income Units and 90% of the Market Rate Units by November October 1, 20062003;
(1917) failed to obtain Permanent Mortgage Commencement by November October 1, 2006;2003; or
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2218) failed during any consecutive 6six-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing Low Income Units to Qualified Tenants; notwithstanding Tenants and 75%or more of the foregoingMarket Rate Units provided, however, that if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (2113) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1715), (1816), (19), (2017) or (2318) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief relief. In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerremoval.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 10)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner hasPartner, its officers, directors, members or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment payment, as required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(1514) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(1615) failed to maintain the reserve balances as required pursuant to Article VIII;
(1716) failed to place the Apartment Housing in service by within 6 six months of the Completion Date;
(1817) failed to achieve 100% occupancy of the Apartment Housing by November December 1, 20062005;
(1918) failed to obtain Permanent Mortgage Commencement by November March 1, 2006;
(2019) failed to renew the Insurance on or before the due date;
(2120) failed to pay the Real Estate Taxes on or before the due date;; and
(2221) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (2322) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its an Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, or a member of such General Partner hasits officers, directors have, if applicable, or the Partnership has (or, with regard to clause (8) below, if any Guarantor has:): Bankruptcy;
(1) been subject to Bankruptcy;Bankruptcy or if any Guarantor has been subject to
(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) been barred from participating in any federal or state housing program, which event, in the discretion of the Special Limited Partner, has or may have a material adverse effect on the Partnership, the Limited Partner, its Affiliates, or the Apartment Housing;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the any Construction Loan or Mortgage Loan and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation, which letter is not withdrawn prior to the expiration of any applicable cure period;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as required under this Agreement;
(8) breached defaulted under any provision of this Agreement or the Guaranty Agreement, including but not limited to a breach of any representation, warranty or covenant contained in this Agreementherein or therein;
(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(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated failed to comply with any federal or state tax law or requirement which causes a recapture of LIHTC, unless the Limited Partner has been fully compensated for such loss pursuant to Section 7.4 and provided that the recapture affects less than 15% of the Projected Credits;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(1514) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(1615) failed to maintain the reserve balances as required pursuant to Article VIII;
(1716) failed to place the Apartment Housing in service by within 6 six months of the Completion Date;
(1817) failed to achieve 10090% occupancy Qualified Occupancy of the Apartment Housing by November 1December 31, 20062014;
(1918) failed to obtain Permanent Mortgage Commencement by November 1December 31, 20062014;
(2019) failed to renew the Insurance on or before the due date;
(2120) failed to pay the Real Estate Taxes on or before the due dateany supplemental assessments prior to delinquency;
(2221) failed during any consecutive 6-month period during the Compliance Period to rent 8575% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(22) the Managing General Partner fails to execute and provide to the Partnership and the Special Limited Partner copies of the certifications required for the Property Tax Exemption, unless such failure is for good cause that is not within the control of the Managing General Partner; or
(23) failed to finance at least 50% of the aggregate basis of the buildings and land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("“Removal Notice"”) shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(213.2(a), (6), (7), (8), (9), (10), (12), (1314), (15), (1619), (20) ), or (2122) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the a Construction Loan or Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's ’s removal shall become effective upon approval of a majority of the Partners' ’ Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' ’ meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (2), (3), (4), (5), (9), (11), (1413), (16), (17), (18), (19), (20) or (23) then the removal shall become effective upon approval of a majority of the Partners' ’ Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' ’ meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's ’s removal, the General Partner shall deliver to the Special Limited Partner Partner, within 5 business days of the Partners' ’ meeting confirming the General Partner's removal ’s removal, all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's ’s removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In relief.
(c) Notwithstanding anything to the contrary in Sections 13.2(a) and 13.2(b), in the event of removal of a General Partner for any reason, if that the removed Administrative General Partner or its Affiliate is Managing General Partner, or both of them, are removed by the guarantor Special Limited Partner or the Limited Partner, or both of them, the Special Limited Partner and Limited Partner may, in their sole and absolute discretion, elect not to remove the Supervising General Partner if no successor to the Administrative General Partner or Managing General Partner, or both of them, objects to the non-removal of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed Supervising General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner hasPartner, its officers or directors, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender Colonial Bank and Alabama Housing Finance Authority to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;; or
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November 1, 2006;
(19) failed to obtain Permanent Mortgage Commencement by November 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2211) failed during any consecutive 6six-month period during the Compliance Period to rent cause at least 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoingqualify for LIHTC, if unless such failure is the result of Force Majeure or if unless such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreementeither by certified or by registered mail, return receipt requested, or by personal service. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) 8) is the basis for the removal for cause, then the General Partner shall have 30 thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 thirty days or 10 ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-thirty day cure period then the General Partner's removal shall become effective upon approval of a majority on the first day following the expiration of the Partners' Interests (Interest percentage for voting is in accordance with cure period, or, thirty-one days from the percentages shown in Section 10.1 General Partner's receipt of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreementthe Removal Notice. If the removal for cause is for a condition referenced in Section Sections 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (2010) or (2311) then the removal shall become effective upon approval of a majority the General Partner's receipt of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this AgreementRemoval Notice. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 five business days of the Partners' meeting confirming termination of the General Partner's removal cure period, or five business days of the Removal Notice all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partnerrelief.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members, or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner or the Special Limited Partner as required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and/or Mortgage Loan and such violation prompts the Construction Lender and/or Mortgage Lender to issue a letter regarding such violation;
(13) failed to keep ensure that the Development Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November April 1, 2006;
(19) failed to obtain Permanent Mortgage Commencement by November August 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(22) failed during any consecutive 6-month period during the Compliance Period to rent 8583% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;; or
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k)[intentionally omitted].
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (17), (18), (19), (20) or (2322) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion f the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners Partner for cause if any General Partner has, or a member of such General Partner has, if applicable, or the Partnership has:
(1) been subject to BankruptcyBankruptcy 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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(65) violated the terms of the Mortgage and such violation prompts any Mortgage Lender FmHA and Illinois Affordable Housing Trust Fund to issue a default letter regarding or acceleration notice to the violationPartnership or General Partner and such violation has not been cured within 30 days of such letter or notice;
(76) failed to provide any loan, advance, Capital Contribution or any other payment as to the Partnership required under this AgreementAgreement after the General Partner has received written notice of such cause and has had 60 days in which to cure;
(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 in any material respect to perform any other action which may be required by this Agreement after the General Partner has received written notice of such cause and has had 60 days in which to cure;
(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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;; or
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November 1, 2006;
(19) failed to obtain Permanent Mortgage Commencement by November 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(2211) failed during any consecutive 6six-month period during the Compliance Period to rent cause at least 85% or more of the total apartment units in the Apartment Housing Project to Qualified Tenants; notwithstanding the foregoingqualify for LIHTC, if unless such failure is the result of Force Majeure or if unless such failure is cured within 120 days after the end of the 6six-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written Notwithstanding any provision of Section 13.2(a), written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreementeither by certified or by registered mail, return receipt requested, or by personal service. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then Such notice shall be served upon the General Partner shall have 30 days from receipt in conjunction with a meeting of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held Partners in accordance with Section 17.2 of this Agreement. If With the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (23) then the removal shall become effective upon approval of a majority of the Partners' Interests (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. Upon the General Special Limited Partner's removalapproval, which shall no be unreasonably withheld, the General Partner shall deliver have a reasonable time to the Special Limited Partner cue any default which is of its nature not susceptible to cure within 5 business 30 days provided that curative action is commenced promptly upon notice and is diligently pursued to completion within 60 days.
(c) Upon receipt of the Partners' meeting confirming the General Partner's such notice of removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from for cause, the General Partner shall cause an accounting to be prepared covering the Special Limited Partnertransactions 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 a successor general partner so nominated dispose of Partnership assets under any circumstances. The accounting shall be completed by the Limited Partner effective date of the removal and Special Limited Partnershall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. The Partners recognize and acknowledge that if If the General Partner fails to provide cause the Partnership books and records upon accounting to be prepared within 30 days of receipt of the General Partner's notice of removal for cause then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have may cause the right accounting to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor be prepared. The expenses of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee accounting shall be due and payable upon the effective date of such removal and shall be deemed paid borne by the removed General PartnerPartnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 6)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner has, its officers, directors, members, or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy, provided that, if an event of Bankruptcy has occurred affecting only one officer or director of the General Partner and the remaining officers or directors who served in such capacities at the time of execution of this Agreement continue to serve in such capacities, then the General Partner shall remove such officer or director immediately upon request of the Special Limited Partner but the General Partner shall not be subject to removal as a result of such event;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a default letter or acceleration letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner or the Special Limited Partner as required under this Agreement;
(8) breached any representation, warranty or covenant contained in 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(d) of this Agreement applyhas been applied;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation[reserved];
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII, provided that Partnership funds were then available except during the Operating Deficit Guarantee Period;
(17) failed to place the Apartment Housing in service by within 6 months of the Completion Date;
(18) failed to achieve 10090% occupancy of the Apartment Housing by November October 1, 20062005;
(19) failed to obtain Permanent Mortgage Commencement by November October 1, 20062005;
(20) failed to renew the Insurance on or before the due date;
(21) failed to pay the Real Estate Taxes on or before the due date;
(22) failed during any consecutive 6-6 month period during the Compliance Period to rent 8594% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, (i) if such failure is the result of Force Majeure or Majeure, (ii) if such failure is cured within 120 days after the end of the 6-month period, or (iii) if the General Partner has funded all Operating Deficits, then this removal provision shall not apply;; or
(23) failed to finance at least 50% of the aggregate basis of the buildings and land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k)].
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (20) or (21) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 45 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-45 day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (17), (18), (19), (2022) or (23) then the removal shall become effective upon approval of a majority of the Partners' Interests Partner's Interest (Interest percentage for voting is in accordance with the percentages shown as specified in Section 10.1 of this Agreement) at a Partners' Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' Partner's meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partner's recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove one or all of the General Partners for cause if any General Partner hasPartner, its officers, directors, members or a member of such General Partner haspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy;
(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) been barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts any Mortgage Lender lender to issue a letter regarding the violation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment payment, as required under this Agreement;
(8) breached defaulted under any provision of this Agreement, including, but not limited to a breach of any representation, warranty or covenant contained in 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(d7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC;
(12) violated the terms of the Construction Mortgage Loan and such violation prompts the Construction Mortgage Lender to issue a letter regarding such violation;
(13) failed to keep the Development Budget In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or Section 14.2(b(b).;
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by within 6 six months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by November October 1, 20062008;
(19) failed to obtain Permanent Mortgage Commencement by November 1, 2006;
(20) failed to renew the Insurance on or before the due date;
(2120) failed to pay the Real Estate Taxes on or before the due date;; and
(2221) failed during any consecutive 6-month period during the Compliance Period to rent 85% or more of the total apartment units in the Apartment Housing to Qualified Tenants; notwithstanding the foregoing, if such failure is the result of Force Majeure or if such failure is cured within 120 days after the end of the 6-month period, then this removal provision shall not apply;
(23) failed to finance at least 50% of the aggregate basis of the land and buildings comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6);
(24) defaulted under the Construction Completion, Operating Deficit, and Tax Credit Guaranty Agreement or the Development Fee Guaranty Agreement; or
(25) failed to obtain the cooperation of the Management Agent pursuant to Section 14.3(k).
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner in accordance with Section 17.3 of this Agreement. If Section 13.2(a)(2), (6), (7), (8), (10), (12), (13), (15), (16), (2019) or (2120) is the basis for the removal for cause, then the General Partner shall have 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to violations of the Mortgage or Construction Loan the cure period shall be the sooner of 30 days or 10 days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured within the 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partners' Interests Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Section 13.2(a)(1), (3), (4), (5), (9), (11), (14), (17), (18), (19), (20) or (2321) then the removal shall become effective upon approval of a majority of the Partners' Interests Interest (Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partners' meeting held in accordance with Section 17.2 of this Agreement. Upon the General Partner's removal, the General Partner shall deliver to the Special Limited Partner within 5 business days of the Partners' meeting confirming the General Partner's removal all Partnership books and records including all bank signature cards and an authorization to change the signature on the signature cards from the General Partner to the Special Limited Partner, or a successor general partner so nominated by the Limited Partner and Special Limited Partner. The Partners Partners' recognize and acknowledge that if the General Partner fails to provide the Partnership books and records upon the General Partner's removal then the remaining Partners may suffer irreparable injury. Therefore, in the event the General Partner does not adhere to the provisions of this Section 13.2(b), and in addition to other rights or remedies which may be provided by law and equity or this Agreement, the Limited Partner and/or Special Limited Partner shall have the right to specific performance to compel the General Partner to perform its obligation under this Section and the Limited Partner and/or Special Limited Partner may bring such action, and other actions to enforce the removal, by way of temporary and/or permanent injunctive relief In the event of removal of a General Partner for any reason, if the removed General Partner or its an Affiliate is the guarantor of the Development Fee, as provided in the Development Fee Guaranty Agreement, any earned but unpaid Development Fee shall be due and payable upon the effective date of such removal and shall be deemed paid by the removed General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund VI, L.P., Series 13)