Removal of General Partner. A. Subject to Section 12.3, upon the Consent of the Depositary, which shall be given if the Consent of Unit Holders owning more than 50% of the outstanding Depositary Units is obtained, the power shall be vested in the Depositary to (a) remove the General Partner and (b) cause the General Partner, on behalf of the Limited Partnership, to Remove the Managing Partner. (i) If the Unit Holders elect to Remove the General Partner as permitted under this Section, and further elect to continue the business of the Limited Partnership with one or more successor General Partners, the removed General Partner shall not be Removed until a successor General Partner has been selected by the Unit Holders and admitted to the Limited Partnership pursuant to Section 11.2. (ii) Notwithstanding Section 3.7B, any General Partner who shall withdraw or be Removed from the Limited Partnership shall be released by any successor General Partner from all liability for Limited Partnership debts and obligations incurred by the Limited Partnership prior to the time of such Removal.
Appears in 8 contracts
Samples: Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B), Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B), Limited Partnership Agreement (Geodyne Energy Income LTD Partnership Ii-B)
Removal of General Partner. A. Subject to Section 12.3, upon the Consent of the Depositary, which shall be given if the Consent of Unit Holders owning more than 50% of the outstanding Depositary Units is obtained, the power shall be vested in the Depositary to (a) remove the General Partner and (b) cause the General Partner, on behalf of the Limited Partnership, to Remove the Managing Partner.
(i) If the Unit Holders elect to Remove the General Partner as permitted under this Section, and further elect to continue the business of the Limited Partnership with one or more successor General Partners, the removed General Partner shall not be Removed until a successor General Partner has been selected by the Unit Holders and admitted to the Limited Partnership pursuant to Section 11.2.
(ii) Notwithstanding Section 3.7B3.6B, any General Partner who shall withdraw or be Removed from the Limited Partnership shall be released by any successor General Partner from all liability for Limited Partnership debts and obligations incurred by the Limited Partnership prior to the time of such Removal.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Geodyne Institutional Pension Energy Income P-2 LTD Ptnship), Limited Partnership Agreement (Geodyne Institutional Pension Energy Income P-2 LTD Ptnship), Limited Partnership Agreement (Geodyne Institutional Pension Energy Income P-2 LTD Ptnship)