Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program; (5) made personal use of Partnership funds or properties; (6) taken any action or failed to take any action where such action or failure violates the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner; (7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC 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 Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner; (13) failed to ensure that the 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 place the Apartment Housing in service by December 1, 2002; (16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September 1, 2003; (17) failed to obtain Permanent Mortgage Commencement by September 1, 2003; or (18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units to Qualified Tenants and 75%or more of the Market 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 six-month period, then this removal provision shall not apply. (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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 Partner Partners for cause if such any General Partner, its officers officers, directors, members or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnershippayment, the Limited Partner or the Special Limited Partner 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(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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction Mortgage Loan and such violation prompts the Georgia Department of Community Affairs Mortgage Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that keep the Construction 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 place deliver the Apartment Housing in service by December 1, 2002annual Partnership financial data as required pursuant to Section 14.2(a) or (b);
(16) failed to achieve 90% occupancy of maintain the Low Income Units and 90% of the Market Rate Units by September 1, 2003reserve balances as required pursuant to Article VIII;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003; orplace the Apartment Housing in service within six months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by March 1, 2009;
(19) failed to renew the Insurance on or before the due date;
(20) failed to pay the Real Estate Taxes on or before the due date; and
(21) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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), (19) or (1320) is the basis for the removal for cause, then the General Partner shall have thirty 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 thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Partners' Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) or (1821) then the removal shall become effective upon approval of a majority of the Partner's Partners' Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's 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 five 5 business days of the Partner's 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 Partner's 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. relief In the event of removal of a General Partner for any reason, if the removed General Partner or an 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 removalremoval 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 the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy or if the Partnership Bankruptcy, unless such act has been subject to Bankruptcyfully 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs USDA Rural Development (FmHA) - South Dakota to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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) 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 re- capture of LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction and Renovation Loan and such violation prompts the Georgia Department of Community Affairs USDA Rural Development (FmHA) - South Dakota to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December March 1, 20022001;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September November 1, 20032001;
(17) failed to obtain Permanent Mortgage Commencement by September November 1, 20032001; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction and Renovation Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC 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 Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the 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 place the Apartment Housing in service by December 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September October 1, 2003;
(17) failed to obtain Permanent Mortgage Commencement by September October 1, 2003; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units to Qualified Tenants and 75%or more of the Market 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 Partner Partners for cause if such any General PartnerPartner has, its officers officers, directors, members, or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(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(e7.4(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) 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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction Loan and/or Mortgage Loan and such violation prompts the Georgia Department of Community Affairs Construction Lender and/or Mortgage Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that the Construction 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 (b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by December 1, 2002within 6 months of the Completion Date;
(1618) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September April 1, 20032006;
(1719) failed to obtain Permanent Mortgage Commencement by September August 1, 2003; or2006;
(1820) 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 six6-month period during the Compliance Period to rent 8583% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply; or
(23) [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), (12), (13), (15), (16), (20) or (1321) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) 19), or (1822) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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, any earned but unpaid portion of f the Development Fee shall be due and payable upon the effective date of such removalremoval 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 Partner Partners for cause if such any General Partner, its officers officers, directors, members or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnershippayment, 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(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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated keep the terms of the Construction Loan and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the Construction Development Budget is In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(14) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or (b);
(15) failed to maintain the reserve balances as required pursuant to Article VIII;
(16) failed to place the Apartment Housing in service within six months of the Completion Date;
(17) failed to achieve 100% occupancy of the Apartment Housing by December 1, 20022005;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September 1, 2003;
(1718) failed to obtain Permanent Mortgage Commencement by September March 1, 2003; or2006;
(1819) failed to renew the Insurance on or before the due date;
(20) failed to pay the Real Estate Taxes on or before the due date; and
(21) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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 (1321) is the basis for the removal for cause, then the General Partner shall have thirty 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 thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) 19), or (1822) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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 an 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 removalremoval 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 the General Partner for cause if such General Partner, its officers or directors, if applicable, Partner has:
(1) been subject to Bankruptcy or if the Partnership has been subject to Bankruptcyin 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(65) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs FmHA and Illinois Affordable Housing Trust Fund to issue a default letter or acceleration notice to the Partnership or General PartnerPartner 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 to the Partnership, Partnership required under this Agreement after the Limited General Partner or 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 required prior to any decision, act or omission under circumstances where this AgreementAgreement 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(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 LIHTC 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 Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the 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 place the Apartment Housing in service by December 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September 1, 2003;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003LIHTC; or
(1811) failed during any consecutive six-month period during the Compliance Period to rent cause at least 85% or more of the Low Income Units total apartment units in the Project to Qualified Tenants and 75%or more of the Market Rate Units providedqualify for LIHTC, however, that 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then Such notice shall be served upon the General Partner shall have thirty days from receipt in conjunction with a meeting of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held Partners in accordance with Section 17.2 of this Agreement. If With the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Special Limited Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. Upon the General 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 five 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 Partner's 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 Partner's 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 reliefbe prepared. In the event of removal of a General Partner for any reason, any earned but unpaid portion The expenses of the Development Fee accounting shall be due and payable upon borne by the effective date of such removalPartnership.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Colonial Bank and Alabama Housing Finance Authority to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC 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 Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the 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 place the Apartment Housing in service by December 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September 1, 2003;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003LIHTC; or
(1811) failed during any consecutive six-month period during the Compliance Period to rent cause at least 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedqualify for LIHTC, however, that 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) 8) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 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 cure period, or, thirty-one days from the General Partner's Interest (as specified in Section 10.1 receipt of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreementthe Removal Notice. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (1811) then the removal shall become effective upon approval of a majority the General Partner's receipt of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's 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 five business days of the Partner's 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy or if the Partnership Bankruptcy, unless such act has been subject to Bankruptcyfully 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 disbarred debarred from participating in any federal Federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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) taken any action or failed to take any action where such action or failure violated any federal Federal or state tax law which causes a recapture of FEDERAL LIHTC or Georgia CreditHistoric Credits;
(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 Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December 115, 20022000;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September 1February 01, 20032001;
(17) failed to obtain Permanent Mortgage Commencement by September 1January 01, 20032001; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 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) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Fidelity Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC LIHTC, so long as such recapture is not caused by or Georgia Creditthe result of an Unavoidable Event;
(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 Georgia Department of Community Affairs Fidelity Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the 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 place the Apartment Housing in service by December 112/1/02, 2002so long as such failure is not caused by an Unavoidable Event;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September April 1, 2003, so long as such failure is not caused by an Unavoidable Event;
(17) failed to obtain Permanent Mortgage Commencement by September April 1, 2003, so long as such failure is not caused by an Unavoidable Event; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, however, that 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 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 Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon the General Partner's receipt of the Removal Notice and approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs USDA Rural Development to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed allowed the construction budget to take any action where such action or failure violated the terms of the Construction Loan and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partnerbe out-of-balance;
(13) failed to ensure that the Construction Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(1514) failed to place the Apartment Housing in service by December 1, 2002within 60 days of the Completion Date;
(1615) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September June 1, 20032005;
(16) failed to obtain Permanent Mortgage Commencement June 1, 2005;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or (b);
(18) failed to maintain the reserve balances as required pursuant to Article VIII.
(19) failed to renew the Insurance on or before the due date;
(20) failed to pay the Real Estate Taxes on or before the due date; or
(1821) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, however, that 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 six-month period, then this removal provision shall not apply, provided the General Partner pays for Operating 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), (12), (13) or (1318) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Construcion Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (1817) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 Partner Partners for cause if such any General PartnerPartner has, its officers officers, directors, members, or directorspartners have, if applicable, or the Partnership has:
(1) been subject to Bankruptcy or if the Partnership 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the any Construction Loan or Mortgage Loan and such violation prompts the Georgia Department of Community Affairs any lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(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(e7.4(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) 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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated keep the terms of the Construction Loan and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the Construction Development Budget is In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(14) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or (b).
(15) failed to maintain the reserve balances as required pursuant to Article VIII;
(16) failed to place the Apartment Housing in service by December 1, 2002within 6 months of the Completion Date;
(1617) failed to achieve 90% occupancy Qualified Occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September December 1, 20032008;
(1718) failed to obtain Permanent Mortgage Commencement by September December 1, 20032008; or
(1819) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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) ), (14), or (1315) is the basis for the removal for cause, then the General Partner shall have thirty 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 thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Partners' Interests (Interest (as specified percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1513), (16), (17) ), (18), or (1819) then the removal shall become effective upon approval of a majority of the Partner's Partners' Interests (Interest (as specified percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's 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 five 5 business days of the Partner's 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 Partner's 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. 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 removalremoval 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 the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy or if the Partnership Bankruptcy, unless such act has been subject to Bankruptcyfully 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 disbarred debarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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) 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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December 115, 20022000;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September 1January 01, 20032001;
(17) failed to obtain Permanent Mortgage Commencement by September 1January 01, 20032001; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 Partner Partners for cause if such any General Partner, its officers officers, directors, members or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnershippayment, the Limited Partner or the Special Limited Partner 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(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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction Mortgage Loan and such violation prompts the Georgia Department of Community Affairs Mortgage Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that keep the Construction 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 place deliver the Apartment Housing in service by December 1, 2002annual Partnership financial data as required pursuant to Section 14.2(a) or (b);
(16) failed to achieve 90% occupancy of maintain the Low Income Units and 90% of the Market Rate Units by September 1, 2003reserve balances as required pursuant to Article VIII;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003; orplace the Apartment Housing in service within six months of the Completion Date;
(18) failed to achieve 100% occupancy of the Apartment Housing by October 1, 2008;
(19) failed to renew the Insurance on or before the due date;
(20) failed to pay the Real Estate Taxes on or before the due date; and
(21) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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), (19) or (1320) is the basis for the removal for cause, then the General Partner shall have thirty 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 thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Partners' Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) or (1821) then the removal shall become effective upon approval of a majority of the Partner's Partners' Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's 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 five 5 business days of the Partner's 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 Partner's 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. relief In the event of removal of a General Partner for any reason, if the removed General Partner or an 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 removalremoval 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 Partner Partners for cause if such any General PartnerPartner has, its officers officers, directors, members, or directorspartners 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 if director of the Partnership has been 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 Bankruptcyremoval 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to letter regarding the Partnership or General Partnerviolation;
(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(e7.4(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) 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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner[reserved];
(13) failed to ensure that keep the Construction 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 (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 December 1, 2002within 6 months of the Completion Date;
(1618) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September October 1, 20032005;
(1719) failed to obtain Permanent Mortgage Commencement by September October 1, 2003; or2005;
(1820) 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 six-6 month period during the Compliance Period to rent 8594% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, however, that (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 six6-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 comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6)].
(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), (1213), (15), (16), (20) or (1321) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty 45 days or ten 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 thirty 45 day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (1719), (22) or (1823) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removalremoval 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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs USDA Rural Development to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Citizens Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December June 1, 2002;
(16) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September August 1, 20032002;
(17) failed to obtain Permanent Mortgage Commencement by September June 1, 20032002; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) 8) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 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 cure period, or, thirty-one days from the General Partner's Interest (as specified in Section 10.1 receipt of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreementthe Removal Notice. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (1812) then the removal shall become effective upon approval of a majority the General Partner's receipt of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's 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 five business days of the Partner's 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Union Planters Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Union Planters Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December March 1, 20022001;
(16) failed to achieve 9095% occupancy of the Low Income Units Apartment Housing and 90100% of the Market Rate Units units will have been rented by September Qualified Tenants by January 1, 20032002;
(17) failed to obtain Permanent Mortgage Commencement by September April 1, 20032002; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy or if the Partnership Bankruptcy, unless such act has been subject to Bankruptcyfully 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 disbarred debarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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) 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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December August 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September December 1, 20032002;
(17) failed to obtain Permanent Mortgage Commencement by September August 1, 20032002; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 Partner Partners for cause if such any General Partner, its officers officers, directors, members or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnershippayment, 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(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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Construction Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that keep the Construction 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 place deliver the Apartment Housing in service by December 1, 2002annual Partnership financial data as required pursuant to Section 14.2(a) or (b);
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service within six months of the Completion Date;
(18) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September March 1, 20032007;
(1719) failed to obtain Permanent Mortgage Commencement by September 1, 2003; or2007;
(1820) 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 six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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 (1321) is the basis for the removal for cause, then the General Partner shall have thirty 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 thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) 19), or (1822) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified Interest percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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 an 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 removalremoval 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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 felonyfelony related to the activities as a General Partner or any actions that impact the Partnership;
(4) been disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Regions Bank, Alabama Housing Finance Authority - HOME Loan or NEACAA to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Regions Bank to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that the Construction 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 (b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by December April 1, 20022003;
(1618) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September 1, 2003;
(1719) failed to obtain Permanent Mortgage Commencement by September 1, 2003; or
(1820) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six6-month period, then this removal provision shall not apply.
(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), (12), (13), (15) or (1316) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1518), (1619), (17) or (18) then 20)then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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, any earned but unpaid portion of f the Development Fee shall be due and payable upon the effective date of such removalremoval 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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Minnesota Housing Finance Agency or Greater Minnesota Housing Fund to issue a default letter or acceleration notice to the Partnership or the General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(e) 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) 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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the Construction Development Budget is In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(14) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or (b).
(15) failed to maintain the reserve balances as required pursuant to Article VIII;
(16) failed to place the Apartment Housing in service by December 1January 31, 20022004;
(1617) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September 1January 31, 20032004;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003; or
(18) failed to obtain Mortgage Commencement by January 31, 2004; or
(19) failed during any consecutive six-6 month period during the Compliance Period to rent 85% or more 15 of the Low Income Units apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six6-month period, then this removal provision shall not apply.
(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), (12), (14) or (1315) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (1413), (1518), (1618), (17) or (1819) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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, any earned but unpaid portion of f the Development Fee shall be due and payable upon the effective date of such removalremoval 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 Partner Partners for cause if such any General PartnerPartner has, its officers or directorsofficers, 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 or if the Partnership any Guarantor has been subject to Bankruptcy;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 disbarred 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) taken any action or failed to take any action where such action or failure violates violated the terms of the any Construction Loan or Mortgage Loan and such violation prompts the Georgia Department of Community Affairs any lender to issue a default letter or acceleration notice regarding the violation, which letter is not withdrawn prior to the Partnership or General Partnerexpiration of any applicable cure period;
(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 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(e7.4(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) taken any action or failed to take any action where such action or failure violated comply with any federal or state tax law or requirement which causes a recapture of LIHTC or Georgia CreditLIHTC, 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) taken any action or failed to take any action where such action or failure violated keep the terms of the Construction Loan and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the Construction Development Budget is In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(14) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or (b);
(15) failed to maintain the reserve balances as required pursuant to Article VIII;
(16) failed to place the Apartment Housing in service by December 1, 2002within six months of the Completion Date;
(1617) failed to achieve 90% occupancy Qualified Occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September 1December 31, 20032014;
(1718) failed to obtain Permanent Mortgage Commencement by September 1December 31, 2003; or2014;
(1819) failed to renew the Insurance on or before the due date;
(20) failed to pay the Real Estate Taxes or any supplemental assessments prior to delinquency;
(21) failed during any consecutive six6-month period during the Compliance Period to rent 8575% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-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 comprising the Apartment Housing with the Tax-Exempt Bonds, as provided in Code Section 42(h)(6).
(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) ), (14), (15), (19), (20), or (1322) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the violations of a Construction Loan or Mortgage or Construction Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's ’s removal shall become effective upon approval of a majority of the Partner's Partners’ Interests (Interest (as specified percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's Partners’ meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (2), (3), (4), (5), (9), (10), (11), (14), (1513), (16), (17) ), (18), or (1823) then the removal shall become effective upon approval of a majority of the Partner's Partners’ Interests (Interest (as specified percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's 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 five 5 business days of the Partner's 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 Partner's 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 .
(c) Notwithstanding anything to the contrary in Sections 13.2(a) and 13.2(b), in the event that the Administrative General Partner or Managing General Partner, or both of them, are removed by the 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 a the Supervising General Partner for any reason, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removalPartner.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December September 1, 20022001;
(16) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September March 1, 20032002;
(17) failed to obtain Permanent Mortgage Commencement by September March 1, 20032002; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Construcion Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, 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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs lender under the Mortgage Loan to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Construction Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the 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 place the Apartment Housing in service by December 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September 1, 20032002;
(17) failed to obtain Permanent Mortgage Commencement by September December 1, 20032002; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 8580% or more of the Low Income Units to Qualified Tenants and 75%or more of the Market Rate Units providedQualified; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 Partner Partners for cause if such any General PartnerPartner has or any of its officers, its officers have, or directors, if applicable, the Partnership has:
(1) been subject to Bankruptcy or if the Partnership 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the any Construction Loan or Mortgage Loan and such violation prompts the Georgia Department of Community Affairs any lender to issue declare a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(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 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(e7.4(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) 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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated keep the terms of the Construction Loan and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the Construction Development Budget is In-Balance;
(1413) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(14) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or (b);
(15) failed to maintain the reserve balances as required pursuant to Article VIII;
(16) failed to place the Apartment Housing in service by December 1within six months of the Completion Date, 2002except due to Force Majeure;
(1617) failed to achieve 90100% occupancy Qualified Occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September July 1, 20032008;
(1718) failed to obtain Permanent Mortgage Commencement by September 1May 16, 20032008;
(19) failed to renew the Insurance on or before the due date;
(20) failed to pay the Real Estate Taxes on or before the delinquency date; or
(1821) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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), (14), (15), (19) or (1320) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the violations of a Construction Loan or Mortgage or Construction Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Partners' Interests (Interest (as specified percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's Partners' meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (2), (3), (4), (5), (9), (10), (11), (14), (1513), (16), (17) ), (18), or (1821) then the removal shall become effective upon approval of a majority of the Partner's Partners' Interests (Interest (as specified percentage for voting is in accordance with the percentages shown in Section 10.1 of this Agreement) at a Partner's 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 five 5 business days of the Partner's 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 Partner's 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. relief In the event of removal of a General Partner for any reason, if the removed General Partner or an 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 removalremoval 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 Partner Partners for cause if such any General PartnerPartner has, its officers officers, directors, members or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(e7.4(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) 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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Construction Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that the Construction 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 (b);
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by December 131, 20022004;
(1618) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September January 1, 20032006;
(1719) failed to obtain Permanent Mortgage Commencement by September January 1, 20032006;
(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
(1822) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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), (12), (13), (15), (16), (20) or (1321) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) 19), or (1822) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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, any earned but unpaid portion of f the Development Fee shall be due and payable upon the effective date of such removalremoval 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 the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy or if the Partnership has been subject to Bankruptcyin accordance with this Agree- ment;
(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 disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(65) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Missouri Housing Development Commission to issue a default letter or acceleration notice to the Partnership or General PartnerPartner and such violation has not been cured within 30 days of such letter of notice;
(76) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(7) failed to obtain the Consent of the Special Limited Part- ner prior to any decision, act or omission under circumstances where this Agree- ment requires that such Consent to be obtained, required under this Agreement;
(8) breached in any material respect representation, warranty or covenant contained in this Agreement, or failed in any material respect to perform any action which may be required by this Agreement;
(9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply;
(10) 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 LIHTC or Georgia Credit;
(12) taken any action or failed to take any action where such action or failure violated the terms for which payments have not been made as prescribed in Section 7.4 of the Construction Loan and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the 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 place the Apartment Housing in service by December 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September 1, 2003;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003; or
(1811) failed during any consecutive six-month period during the Compliance Period to rent cause at least 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedqualify for LIHTC, however, that 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 six-month period, then this removal provision shall not apply.
(b) The Limited Partner or Special Limited Partner shall provide the General Partner with Written notice of the removal for cause of the General Partner ("Removal Notice") ). Such notice shall set forth the reasons for the 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), (1213.2(a)(2),(5),(6) or (137) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 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 cure period, or, thirty-one days from the General Partner's Interest (as specified in Section 10.1 receipt of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreementthe Removal Notice. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (1811) then the removal shall become effective upon approval of a majority the General Partner's receipt of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's 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 five business days of the Partner's 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy or if the Partnership Bankruptcy, unless such act has been subject to Bankruptcyfully 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 disbarred debarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment 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(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) 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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Security National Bank to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed allowed the construction and renovation budget to ensure that the Construction Budget is 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 place the Apartment Housing in service by December August 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September November 1, 20032002;
(17) failed to obtain Permanent Mortgage Commencement by September November 1, 20032002; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of the Market Rate Units providedTenants; notwithstanding, 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 six-month period, then this removal provision shall not apply.
(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), (12) or (13) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty days or 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 thirty day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (15), (16), (17) or (18) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five business days of the 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 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, any earned but unpaid portion of the Development Fee shall be due and payable upon the effective date of such removal.
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 Partner Partners for cause if such any General PartnerPartner has, its officers officers, directors, members, or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(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(e7.4(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) 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 LIHTC or Georgia CreditLIHTC;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction Mortgage Loan and/or Subordinate Loan and such violation prompts the Georgia Department of Community Affairs Mortgage Lender and/or Subordinate Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that the Construction 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 (b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by December 1, 2002within 6 months of the Completion Date;
(1618) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September July 1, 20032005;
(1719) failed to obtain Permanent Mortgage Commencement by September November 1, 2003; or2005;
(1820) 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 six6-month period during the Compliance Period to rent 8583% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply; or
(23) [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), (12), (13), (15), (16), (20) or (1321) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Subordinate Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) 19), or (1822) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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, any earned but unpaid portion of f the Development Fee shall be due and payable upon the effective date of such removalremoval 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 Partner Partners for cause if such any General PartnerPartner has, its officers officers, directors, members, or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(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(e7.4(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) 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 LIHTC or Georgia CreditLIHTC;
(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 Georgia Department of Community Affairs Construction Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that keep the Construction 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 (b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by December 1, 2002within 6 months of the Completion Date;
(1618) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September March 1, 20032006;
(1719) failed to obtain Permanent Mortgage Commencement by September March 1, 20032006;
(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
(1822) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total apartment units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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 (1321) is the basis for the removal for cause, then the General Partner shall have thirty 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 thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified (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 Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) 19), or (1822) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified (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 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 five 5 business days of the 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 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 removalremoval 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 Partner Partners for cause if such any General PartnerPartner has, its officers officers, directors, members, or directorspartners have, 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 disbarred barred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates violated the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner 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(e7.4(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) 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 LIHTC or Georgia CreditGHTC;
(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 Georgia Department of Community Affairs Construction Lender to issue a default letter or acceleration notice to the Partnership or General Partnerregarding such violation;
(13) failed to ensure that the Construction 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 (b).
(16) failed to maintain the reserve balances as required pursuant to Article VIII;
(17) failed to place the Apartment Housing in service by December 1, 2002within 6 months of the Completion Date;
(1618) failed to achieve 90100% occupancy of the Low Income Units and 90% of the Market Rate Units Apartment Housing by September June 1, 20032006;
(1719) failed to obtain Permanent Mortgage Commencement by September June 1, 20032006;
(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
(1822) failed during any consecutive six6-month period during the Compliance Period to rent 85% or more of the Low Income Units total housing units in the Apartment Housing to Qualified Tenants and 75%or more of Tenants; notwithstanding the Market Rate Units providedforegoing, 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 six6-month period, then this removal provision shall not apply.
(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), (12), (13), (15), (16), (20) or (1321) is the basis for the removal for cause, then the General Partner shall have thirty 30 days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage or Construction Loan the cure period shall be the sooner of thirty 30 days or ten 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 thirty 30-day cure period then the General Partner's removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a Partner's meeting held in accordance with Section 17.2 of this Agreement. If the removal for cause is for a condition referenced in Sections Section 13.2(a)(1), (3), (4), (5), (9), (10), (11), (14), (1517), (1618), (17) 19), or (1822) then the removal shall become effective upon approval of a majority of the Partner's Interest (as specified in Section 10.1 of this Agreement) at a 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 five 5 business days of the 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 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. relief In the event of removal of a General Partner for any reason, any earned but unpaid portion of f the Development Fee shall be due and payable upon the effective date of such removalremoval 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)
