Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for any of the following if not remedied within 120 days of written notice (1) For cause if such General Partner has: (A) Become subject to an event of Bankruptcy; (B) Commits any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement; (C) Becomes convicted of, or entered a plea of guilty to, a felony; (D) Made personal use of Partnership funds or properties; (E) Violated the terms of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice to the Partnership or General Partner; (F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement; (G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained; (H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement; (I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or (J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period. (2) As provided in Section 6.2(a) hereof. (b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period. (c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Removal of General Partner. (a) The Special Subject to the provisions hereof, the Limited Partner or the Limited Partner, or both of them, may remove the General Partner for with cause and select a new General Partner to operate and carry on the business and affairs of the Partnership. As used in this Section 9.4 and in Section 9.5, “with cause” means the occurrence of any of the following if not remedied within 120 days of written notice
following: (1i) For cause if such the commission by the General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct intentional misconduct or gross negligence in the performance of its duties under this Agreement;hereunder; (ii) a default by the General Partner in the performance or observation of any material agreement, covenant, term, condition or obligation hereunder; (iii) a representation or warranty made by the
(A) the dissolution, bankruptcy, insolvency, or other similar event, of the General Partner or Parent; (B) the occurrence of a Change in Control; (C) Becomes convicted ofthe death, insanity, legal disability, bankruptcy or entered a plea insolvency of guilty to, a felony;
any Key Person; or (D) Made personal use the resignation, retirement or removal of Partnership funds any Key Person as an executive officer (or properties;
(Ecomparable title or position) Violated of General Partner or the terms of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved determination by the Limited Partner or Special Limited that Key Person is not otherwise actively involved in the day-to-day management of the business and operations of the General Partner and the recaptured LIHTC exceed 20% of the total LIHTCPartnership; or
provided, that with respect to subclause (JC) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTCor (D), unless such failure is the result of Force Majeure or unless such failure is cured within 120 60 days after such event, the end of General Partner has not appointed a person acceptable to the six-month period.
(2) As provided in Section 6.2(a) hereofLimited Partner to replace such Key Person.
(b) Written notice of In the removal for cause of event the Limited Partner elects to remove the General Partner shall in accordance with the provisions of Section 9.4(a) hereinabove, any successor General Partner will be served by the Special Limited Partner or the Limited Partnernamed in, or both and its appointment as such will be effective as of thema date specified in, upon a notice to the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth from the reasons for the removal, if any, and the date upon which the removal is Limited Partner exercising its right to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then remove the General Partner shall have 90 days from receipt of and select the notice of removal from either successor General Partner in accordance with the Limited Partner or the Special Limited Parenter to cure the cause for removalrequirements hereof. If the cause for removal is not cured within the 90 day cure period then the The removal of the General Partner shall be immediately effective on when the day following conditions have been satisfied: (i) a successor General Partner shall have been selected and shall have agreed in writing to accept the 90 day cure periodresponsibilities of a General Partner; and (ii) this Agreement and the Certificate of Formation of the Partnership shall have been duly amended to name the new General Partner hereunder and under the laws of the State of Texas. To the extent required by the laws of any jurisdiction to which the Partnership or this Agreement is subject, upon the proper exercise of the rights under this Article IX, the Partners hereby unanimously consent to the admission of such successor General Partner and hereby appoint such successor General Partner as the agent and attorney in fact for each Partner (including the retiring General Partner) for the purpose of signing, swearing to and filing an amendment to the certificate of formation of the Partnership and all other necessary or appropriate documents in connection with the substitution of such successor General Partner.
(c) Upon receipt The provisions of such notice this Section 9.4 shall not be the sole remedy of removal for cause, the Limited Partner in the event the General Partner shall cause an accounting to be prepared covering the transactions of is removed with cause, and in such event the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then and/or the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall have all other rights and remedies as shall be borne by available to them pursuant to this Agreement, at law or in equity to redress any wrong or damage arising from the event or circumstances giving rise to the General Partner’s removal with cause.
Appears in 1 contract
Removal of General Partner. (a) The Special Subject to the provisions hereof, the Limited Partner or the Limited Partner, or both of them, may remove the General Partner for with cause and select a new General Partner to operate and carry on the business and affairs of the Partnership. As used in this Section 9.4 and in Section 9.5, “with cause” shall mean the occurrence of any of the following if not remedied within 120 days of written notice
following: (1i) For cause if such the commission by the General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct intentional misconduct or gross negligence in the performance of its duties under this Agreement;
hereunder; (Cii) Becomes convicted of, or entered a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms failure of the Mortgage, General Partner to make timely a distribution of cash or property due and such violation prompts the Lender to issue a default letter or acceleration notice owing to the Partnership Limited Partner hereunder, which failure shall have continued for at least five days after the General Partner has knowledge thereof or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment after written notice of default has been given to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited General Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner (whichever comes first); (iii) the failure of the General Partner to make timely a Capital Contribution it is obligated to make to the Partnership hereunder; (iv) the failure of the General Partner to perform or Special observe any material agreement, covenant, term, condition or obligation hereunder (exclusive of the agreements, covenants, terms, conditions or obligations described in clauses (i), (ii) and (iii) above), which failure shall have continued for at least 30 days after the General Partner has knowledge thereof or after written notice of default has been given to the General Partner by the Limited Partner and (whichever comes first); (v) a representation or warranty made by the recaptured LIHTC exceed 20General Partner herein or by the General Partner or any of its officers or Affiliates in any writing furnished in connection with or pursuant to this Agreement shall be false in any material respect on the date as of which made; (vi) the occurrence of any of the events described in Section 4.02(a)(4) or Section 4.02(a)(5) of the Act (except that with respect to Section 4.02(a)(5), the operative number of days shall be 60 instead of the numbers set forth in such Section); (vii) (A) the dissolution (or other similar event) of the General Partner or the Parent, (B) the failure of one or both Key Persons (or their respective Permitted Transferees) to, directly or indirectly, own greater than 5% of the total LIHTC; or
(J) Failed during any six-month period to during issued and outstanding Voting Stock in the Compliance Period to cause at least 85aggregate of the Parent and greater than 50% of the total apartment units Voting Stock of the General Partner and any Affiliate thereof serving as the operator of the Partnership’s properties, or (C) the resignation, retirement or removal of each Key Person as an executive officer (or similar title or capacity) of the Parent, the General Partner or an Affiliate thereof serving as the operator of the Partnership’s properties or the determination by the Limited Partner that neither Key Person is actively involved in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end ongoing management and supervision of the six-month period.
business and operations of the Parent, the General Partner, any Affiliate thereof serving as the operator of the Partnership’s properties, or the Partnership; or (2viii) As provided a default by the Parent in Section 6.2(a) hereofthe performance or observation of any agreement, covenant, term or condition of the Guaranty.
(b) Written notice of In the removal for cause of event the Limited Partner elects to remove the General Partner shall in accordance with the provisions of Section 9.4(a) hereinabove, any successor General Partner will be served by the Special Limited Partner or the Limited Partnernamed in, or both and its appointment as such will be effective as of thema date specified in, upon a notice to the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth from the reasons for the removal, if any, and the date upon which the removal is Limited Partner exercising its right to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then remove the General Partner shall have 90 days from receipt of and select the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removalsuccessor General Partner. If the cause for removal is not cured within the 90 day cure period then the The removal of the General Partner shall be immediately effective on when the day following conditions have been satisfied: (i) a successor General Partner shall have been selected and shall have agreed to accept the 90 day cure periodresponsibilities of a General Partner; and (ii) this Agreement and the Certificate of Limited Partnership of the Partnership shall have been duly amended to name the new General Partner. To the extent required by the laws of any jurisdiction to which the Partnership or this Agreement is subject, the Partners hereby unanimously consent to the admission of such successor General Partner and hereby appoint such successor General Partner as the agent and attorney in fact for each Partner (including the retiring General Partner) for the purpose of signing, swearing to and filing an amendment to the certificate of limited partnership of the Partnership and all other necessary or appropriate documents in connection with the substitution of such successor General Partner.
(c) Upon receipt The provisions of such notice this Section 9.4 shall not be the sole remedy of removal for cause, the Limited Partner in the event the General Partner shall cause an accounting to be prepared covering the transactions of is removed with cause, and in such event the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then and/or the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall have all other rights and remedies as shall be borne by available to them pursuant to this Agreement, at law or in equity to redress any wrong or damage arising from the event or circumstances giving rise to the General Partner’s removal with cause.
Appears in 1 contract
Samples: Limited Partnership Agreement (BreitBurn Energy Partners L.P.)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner may be removed and cease to be a general partner of the Partnership only as provided for in Section 7.4(g) or upon the occurrence of any of the following if not remedied within 120 days of written noticeevents (each a “Cause Event”):
(1a) For cause if such General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraud, willful misconduct, breach of fiduciary duty the liquidation or other negligent conduct in the performance of its duties under this Agreement;
(C) Becomes convicted of, or entered a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms termination of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(Fb) Failed to provide any loan, advance, Capital Contribution the Bankruptcy of the General Partner or any other payment to the Partnership required under this AgreementXxxxxxx;
(Gc) Failed a final non-appealable determination by the acting arbitrator pursuant to obtain the Consent Section 15.19(c) hereof or a court of competent jurisdiction of the Special Limited Partner prior to any decisionactual and intentional fraud, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreementgross negligence, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved willful misconduct by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTCGeneral Partner; or
(Jd) Failed during a final non-appealable conviction of xxxxxxxx or crimes involving moral turpitude, actual and intentional fraud, or misappropriation of assets by the General Partner or Chief Executive Officer or Chief Financial Officer of Xxxxxxx, provided that the General Partner will have the right to cure any six-month period to during such act that was committed by a rogue employee (other than the Compliance Period to cause at least 85% Chief Executive Officer or Chief Financial Officer) if the General Partner immediately causes the removal of the total apartment units such officer from any further involvement in the Project to qualify and with the Partnership and makes restitution for LIHTC, unless such failure is any actual damages suffered by the result of Force Majeure or unless such failure is cured within 120 days after Partnership and the end Class B Limited Partner. The General Partner shall promptly advise the Class B Limited Partner in writing of the six-month period.
occurrence of any Cause Event known by the General Partner. Within ninety (290) As provided days following (y) the occurrence of a General Partner removal event described in Section 6.2(a7.4(g) hereof.
or (bz) Written the Class A Limited Partner’s receipt from the General Partner of such written notice of the removal for cause occurrence of a Cause Event (or, if earlier, within 90 days following the General Partner shall be served by first date on which the Special Class B Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt received written knowledge of such notice of removal for cause, Cause Event (without any duty to investigate)) the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Class B Limited Partner may cause the accounting General Partner to be preparedremoved as the general partner of the Partnership by providing written notice of such removal to the General Partner and the Class A Limited Partner (the “Removal Notice”). The expenses Removal Notice must state the effective date of such removal, which date must be no later than one hundred twenty (120) days after the date of the accounting shall be borne by the General PartnerRemoval Notice.
Appears in 1 contract
Samples: Limited Partnership Agreement (Stratus Properties Inc)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for any of the following if not remedied within 120 days of written notice
(1) For cause if such General Partner has:
(A1) Become been subject to an event of BankruptcyBankruptcy in accordance with this Agreement;
(B2) Commits committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(C3) Becomes been convicted of, or entered into a plea of guilty to, a felony;
(D4) Made made personal use of Partnership funds or properties;
(E5) Violated violated the terms of the Mortgage, Mortgage and such violation prompts the Lender k11 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;
(F6) Failed failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G7) Failed failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached 8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I9) Violated caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply;
(10) violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J11) Failed failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Removal of General Partner. (a) The Special Limited Partner or Subject to the provisions hereof, the Limited Partner, or both of them, Partners may remove the General Partner for with cause and select a new General Partner to operate and carry on the business and affairs of the Partnership. As used in this SECTION 9.4 and in SECTION 9.5, "WITH CAUSE" shall include the occurrence of any of the following if not remedied within 120 days of written notice
following: (1a) For cause if such the commission by the General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct intentional misconduct or gross negligence in the performance of its duties under this Agreement;
hereunder; (Cb) Becomes convicted of, or entered a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the Mortgage, and such violation prompts the Lender to issue a default letter by the General Partner in the performance of its obligation hereunder to make a distribution of cash or acceleration notice properties due and owing to the Partnership Limited Partners, which default must have continued for not less than five days after the date on which such distribution was due; (c) a default by the General Partner in the performance or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or observation of any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decisionagreement, act covenant, term, condition or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTCobligation hereunder, which cause default must have continued for recapture was not previously approved less than 30 days after the General Partner has knowledge thereof or after written notice thereof given by the Limited Partners has been received by the General Partner, whichever first occurs; (d) a representation or warranty made by the General Partner herein or by the General Partner or Special Limited Partner and any of its officers or representatives in any writing furnished in connection with or pursuant to this Agreement shall be false in any material respect on the recaptured LIHTC exceed 20% date as of which made; (e) the occurrence of any of the total LIHTCevents described in Section 4.02(a)(4) or Section 4.02(a)(5) of the Act (except that with respect to Section 4.02(a)(5), the operative number of days shall be 60 instead of the numbers set forth in such Section) with respect to the General Partner; or
(Jf) Failed during any six-month if, (i) a Revenue Allocation Adjustment is effected, (ii) such Revenue Allocation Adjustment is in effect for a period to during the Compliance Period to cause of at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days six consecutive months and (iii) after the end expiration of the six-such six month period.
, the Proved Producing Investment Coverage is less than 1.25 to 1; (2g) As provided in Section 6.2(a(i) hereof.
the death, insanity, legal disability, bankruptcy or insolvency of Frank A. Lodzinski or the rexxxxxxxxx xx Xxxxx A. Lodzinski as an executive ofxxxxx (bxx similar position) Written notice of the removal for cause of the General Partner shall or the Parent or (ii) the failure or inability for any reason whatsoever of Frank A. Lodzinski to be served by actxxxxx xxxxxxxx xx the Special Limited business and affairs of the General Partner or the Parent other than upon the occurrence of an event described in CLAUSE (I) above (which failure or inability shall be determined by the Limited Partners in good faith); (h) foreclosure on the General Partner's interest in the Partnership; (i) a default by the Parent in the performance or observation of any agreement, covenant, term, condition or both obligation under any Parent Agreement; (j) a representation or warranty made by the Parent in any Parent Agreement or by the Parent or any of themits officers or representatives in any writing furnished in connection with or pursuant to any Parent Agreement shall be false in any material respect on the date as of which made; (k) the occurrence of any of the events described in Section 4.02(a)(4) or Section 4.02(a)(5) of the Act (except that with respect to Section 4.02(a)(5), upon the operative number of days shall be 60 instead of the numbers set forth in such Section) with respect to the Parent; (l) a default by any party other than the Partnership in the performance or observation of any agreement, covenant, term, condition or obligation under the Co-Sale Agreement, which default must have continued for not less than 5 days after such party has knowledge thereof or after written notice thereof given by the Partnership or the Limited Partners has been received by such other party (as appropriate), whichever first occurs; or (m) the General Partner either by certified or by registered mailis no longer a wholly-owned subsidiary of the Parent. In the instance of an event described in CLAUSE (G) above, return receipt requested, or by personal servicethe Limited Partners shall have twelve months from the date of such event within which it may exercise it rights under this SECTION 9.4. Such notice shall set forth the reasons for the removal, if anyAny such successor General Partner will be named in, and the his appointment as such will be effective as of a date upon which the removal is specified in, a notice to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partners exercising their right to remove the General Partner or and select the Special Limited Parenter to cure the cause for removalsuccessor General Partner. If the cause for removal is not cured within the 90 day cure period then the The removal of the General Partner shall be immediately effective on only if and when the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.conditions have been satisfied:
Appears in 1 contract
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for any of the following if not remedied within 120 days of written notice
(1) For cause if such General Partner has:
(A1) Become been subject to an event of BankruptcyBankruptcy in accordance with this Agreement;
(B2) Commits committed any fraud, fraud and willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(C3) Becomes been convicted of, or entered into a plea of guilty to, a felony;
(D4) Made made personal use of Partnership funds or properties;
(E5) Violated violated the terms of the Mortgage, and such violation prompts the Lender Federal Trust Bank to issue a default letter or acceleration notice to the Partnership or General PartnerPartner and such violation has not been cured within 60 days of such letter or notice;
(F6) Failed failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G7) Failed failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached 8) breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement, which breach or failure has had an adverse effect on the Partnership;
(I9) Violated 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 7.3(e) of this Agreement apply;
(10) violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J11) Failed failed during any six-month period to during the Compliance Period to cause at least 8580% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.; however
(212) As provided The General Partner shall not be subject to removal because of a reduction in Section 6.2(a) hereofthe availability of LIHTC or a recapture of LIHTC that results from a transfer of Limited Partner interests in the Partnership.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (WNC Housing Tax Credit Fund Vi Lp Series 5)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove either the Managing General Partner or the General Partner for any of the following if not remedied within 120 days of written noticeor both:
(1) For cause if such General Partner has:
(A) Become subject to an event Bankrupt in accordance with Section 1.8 of Bankruptcythis Agreement;
(B) Commits Committed any fraud, willful misconduct, breach of fiduciary duty or other gross negligent conduct in the performance of its duties under this Agreement;
(C) Becomes Been convicted of, or entered into a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the MortgageMortgage Note, and such violation prompts the Lender FmHA to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any material loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached Materially breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in Caused the Project to fail to comply with Section 42 of the Code and any other requirements of the Code or Regulations such that the Project does not qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, the General Partner shall have thirty days to cure the cause for removal from the date of the notice if the removal for such cause is pursuant was in reference to Sections 13.2(a) (1) 13.2(a)(1)(A), (B), (D), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal(I) and (J). If the cause for removal is has not been cured within the 90 thirty day cure period grace period, or longer at the sole discretion of the Special Limited Partner, then the removal of the General Partner for cause shall be immediately effective on final and the day following provisions of this Article XIII pertaining to the 90 day cure periodremoval for causes and the consequences thereof shall apply.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner. Notwithstanding, the foregoing, the General Partner may withdraw, and such withdrawal shall be considered an Involuntary Withdrawal not resulting from a removal for cause, if the Limited Partner or Special Limited Partner has:
(1) Caused the Partnership to default on any obligation;
(2) Caused the Partnership to incur significant civil liability or incur criminal liability;
(3) Caused the loss or recapture of LIHTC; and
(4) Materially breached its obligations under this Agreement.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund v Lp Series 4)
Removal of General Partner. (a) The Special During the Phase I Period or the Phase II Period the Limited Partner or may (subject to the Limited Partner, or both of them, may provisions hereof) remove the General Partner for with cause and select a new General Partner to operate and carry on the business and affairs of the Partnership. As used in this Section 9.4 and in Section 9.5, "with cause" means the occurrence of any of the following if not remedied within 120 days of written notice
following: (1i) For cause if such the commission by the General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct intentional misconduct or gross negligence in the performance of its duties under hereunder; (ii) a default by the General Partner in the performance or observance of any material agreement, covenant, term, condition or obligation hereunder relating to the handling or disbursement of funds of the Partnership, and such default is not cured within 5 days after notice in writing from the Limited Partner to the General Partner, (iii) a default by the General Partner in the performance or observation of any material agreement, covenant, term, condition or obligation hereunder (other than a default described in clause (ii) above), and such default is not cured within 30 days after notice in writing from the Limited Partner to the General Partner or such greater number of days as is reasonably necessary to cure such default within reasonable diligence; (iv) a representation or warranty made by the General Partner herein or by the General Partner or any of its officers or Affiliates in any writing furnished in connection with or pursuant to this Agreement;
Agreement shall be false in any material respect on the date as of which made and such default, if susceptible to cure, is not cured within 30 days after notice in writing from the Limited Partner to the General Partner or such greater number of days as is reasonably necessary to cure such default within reasonable diligence; (v) the occurrence of any of the events described in Section 4.02(a)(4) or Section 4.02(a)(5) of the Act; and (vi) (A) the dissolution (or other similar event) of the General Partner; (B) the death, insanity, legal disability, bankruptcy or insolvency of any Key Person unless replaced within 90 days by a person reasonably acceptable to the Limited Partner; (C) Becomes convicted ofthe resignation, retirement or entered removal of any Key Person as a plea of guilty to, a felony;
manager (Dor comparable title or position) Made personal use of Partnership funds or properties;
(E) Violated the terms of the Mortgage, and such violation prompts General Partner or the Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved determination by the Limited Partner or Special Limited Partner and that any Key Person is not otherwise actively involved in the recaptured LIHTC exceed 20% day-to-day management of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause business and operations of the General Partner shall be served and the Partnership, in each case unless such Key Person is replaced within 90 days by the Special Limited Partner or a person reasonably acceptable to the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a(D) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure perioda Change in Control.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.
Appears in 1 contract
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for any of the following if not remedied within 120 days of written notice
(1) For cause if such General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any The General Partner may be removed by the Limited Partner for fraud, willful misconduct, gross negligence or material breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;duty.
(CB) Becomes convicted of, or entered a plea Upon receipt of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by Notice from the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then seeking the removal of the General Partner shall be immediately effective on pursuant to Section 7.05(A), and specifying the day following the 90 day cure period.
(c) Upon receipt of cause for such notice of removal for causeremoval, the General Partner shall cause an accounting to be prepared covering have the transactions right within 20 calendar days of the Partnership from the end of the previous fiscal year through the date of receipt of such noticeNotice to cure the alleged default or, if such breach cannot reasonably be cured in such period, to commence efforts to cure and thereafter diligently prosecute such cure. Should such cure not be so made or efforts com- 53 59 menced, then, unless the General Partner disputes such removal and within the 20-day period provides Notice to the Limited Partner of its intention to commence arbitration pursuant to Section 14.12 of this Agreement, the General Partner shall immediately cease to be a general partner and shall no longer have the powers and authorities conferred on it shall not sell or dispose as general partner as to the operation of the Partnership assets under any circumstances. The accounting business and the General Partner's Interest shall be completed by the effective date converted into that of the removal a special limited partner ("Special Limited Partner") and shall be in sufficient detail entitled to accurately all profits, losses, gains, distributions and fully reflect the earnings or losses for the period other credits and the financial condition of the Partnership. If charges to which the General Partner fails was entitled under this Agreement, but shall not be entitled to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then vote with the Limited Partner may or the Substitute Limited Partner(s) upon any matter which requires the consent or approval of the Limited Partner or the Substitute Limited Partner(s) under this Agreement. Promptly after such conversion, the Limited Partner shall file, or cause the accounting there to be preparedfiled, an amendment to the Certificate of Limited Partnership, indicating such conversion. The expenses General Partner shall remain liable for all liabilities and obligations of the accounting shall be borne by Partnership incurred or arising out of Partnership operations during the time it was the General Partner., but shall be free from liability in
Appears in 1 contract
Samples: Limited Partnership Agreement (Paine Webber Group Inc)
Removal of General Partner. (a) The Special Limited Upon the passing of any resolution of the directors or shareholders of the General Partner requiring or relating to the Limited bankruptcy, dissolution, liquidation or winding-up of the General Partner, or both the making of themany assignment for the benefit of creditors of the General Partner, may remove or upon the appointment of a receiver of the assets and undertaking of the General Partner, or upon the General Partner for any failing to maintain its status under subsections 2.6(a)(i)) to (iii) hereof, inclusive, and 2.6(a)(v) hereof, the General Partner shall cease to be qualified to act as General Partner hereunder and shall be deemed to have been removed thereupon as the General Partner of the following if not remedied within 120 days Partnership effective upon the appointment of written notice
(1) For cause if such a new General Partner. A new General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraudshall, willful misconductin such instances, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(C) Becomes convicted of, or entered a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved appointed by the Limited Partners by Ordinary Resolution (excluding for this purpose the Units held by the departing General Partner) after receipt of written notice of such event (which written notice shall be provided by the General Partner or Special Limited Partner and forthwith upon the recaptured LIHTC exceed 20% occurrence of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereofevent).
(b) Written notice of the removal for cause of The General Partner may also be removed if the General Partner shall be served has committed a material breach, or fails to perform any of its material obligations, covenants or responsibilities under, this Agreement, and: (i) prior to receipt of the Ordinary Resolution contemplated by the Special subsection (ii) below or within 60 days after notice from a Limited Partner specifying the nature of such breach or failure, whichever last occurs (the Limited Partner“Cure Period”), or both of them, upon the General Partner either by certified fails to cure such breach or by registered mail, return receipt requestedfailure if such breach or failure is reasonably remediable within such Cure Period, or by personal service. Such notice shall set forth the reasons for the removalif such breach or failure is not reasonably remediable within such Cure Period, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of fails to commence to take, within the notice of removal from either the Limited Partner or the Special Limited Parenter Cure Period, steps to remedy such default and to thereafter proceed diligently and as expeditiously as reasonably possible to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then or remedy such breach or failure; and (ii) prior to proceeding with respect to the removal of the General Partner shall be immediately effective in reliance on the day following the 90 day cure period.
(c) Upon receipt of this subsection 8.19(b), such notice of removal is approved by Ordinary Resolution, excluding for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne this purpose Units held by the General Partner. Any such action by the Limited Partners for removal of the General Partner under this subsection 8.19(b) must also provide for the election and succession of a new General Partner. Such removal shall be effective immediately following the admission of the successor General Partner to the Partnership.
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 either the Managing General Partner or the General Partner for any of the following if not remedied within 120 days of written noticeor both:
(1) For cause if such General Partner has:
(A) Become subject to an event a Bankrupt in accordance with Section 1.8 of Bankruptcythis Agreement;
(B) Commits Committed any fraud, willful misconduct, breach of fiduciary duty or other gross negligent conduct in the performance of its duties under this Agreement;
(C) Becomes Been convicted of, or entered into a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the MortgageMortgage Note, and such violation prompts the Lender FmHA to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any material loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached Materially breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in Caused the Project to fail to comply with Section 42 of the Code and any other requirements of the Code or Regulations such that the Project does not qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, the General Partner shall have thirty days to cure the cause for removal from the date of the notice if the removal for such cause is pursuant was in reference to Sections 13.2(a) (1) 13.2(a)(1)(A), (B), (D), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal(I) and (J). If the cause for removal is has not been cured within the 90 thirty day cure period grace period, or longer at the sole discretion of the Special Limited Partner, then the removal of the General Partner for cause shall be immediately effective on final and the day following provisions of this Article XIII pertaining to the 90 day cure periodremoval for causes and the consequences thereof shall apply.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner. Notwithstanding the foregoing, the General Partner may withdraw, and such withdrawal shall be considered an Involuntary Withdrawal not resulting from a removal for cause, if the Limited Partner or Special Limited Partner has:
(1) Caused the Partnership to default on any obligation;
(2) Caused the Partnership to incur significant civil liability or incur criminal liability;
(3) Caused the loss or recapture of LIHTC; and
(4) Materially breached its obligations under this Agreement.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund v Lp Series 4)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for any of the following if not remedied within 120 days of written notice
(1) For cause if such General Partner hasis:
(A1) Become subject to an event of Bankruptcy;Bankruptcy in accordance with this Agreement; E:\WNC\Mansur3.doc
(B2) Commits committing any fraud, willful misconduct, material breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(C3) Becomes convicted of, or entered into a plea of guilty to, a felonyfelony related to the purpose of this Agreement;
(D4) Made making personal use of Partnership funds or properties;
(E5) Violated violating the terms of the Mortgage, Mortgage and such violation prompts the Lender Valley State Bank, 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 or the cure period under the appropriate Mortgage document if longer;
(F6) Failed failing to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G7) Failed failing to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached 8) breaching any material representation, warranty or covenant contained in this Agreement, or failed failing to perform any other material action which may be required by this Agreement;
(I9) Violated violating any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J10) Failed failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately E:\WNC\Mansur3.doc and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for any of the following if not remedied within 120 days of written noticePartner:
(1) For cause if such General Partner has:
(A) Become Been subject to an event of Bankruptcy;
(B) Commits Committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(C) Becomes Been convicted of, or entered into a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the MortgageMortgage Note, and such violation prompts the Lender Missouri Housing Development Commission to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Removal of General Partner. (a) The Special a. Limited Partners holding at least 66-2/3% of the Units shall have the right, exercisable by written notice to all Partners, to remove a General Partner or for good cause stated; provided, however that the Limited PartnerPartners may not remove a General Partner if such removal would cause or result in a default by the Partnership under any loan agreement, promissory note, mortgage, security agreement or both other instrument evidencing Partnership indebtedness. For purposes of themthis provision, may remove "good cause" shall be limited to any action taken with respect to the management or operations of the Partnership constituting willful misconduct or gross negligence of the General Partner for any and which results in (i) a material violation of the following if not remedied within 120 days of written notice
(1) For cause if such General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
; or (Cii) Becomes convicted of, or entered a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice material financial loss to the Partnership or Partnership, provided any such matter is not timely remedied by the General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of b. In the removal for cause of event the General Partner shall be served by compelled to withdraw from the Special Limited Partner or Partnership pursuant to paragraph (a) of this Section 5.11, the Partnership shall be dissolved. Notwithstanding the preceding sentence and the provisions of Section 12.1, the Limited Partner, or both Partners may elect to continue the business of them, upon the Partnership pursuant to the provisions of Article XII and subject to the rights of the Limited Partners to appoint a successor General Partner under Section 12.2.
c. If the General Partner either by certified or by registered mailis removed from the Partnership pursuant to paragraph (a) of this Section 5.11, return receipt requested, or by personal service. Such notice it shall set forth the reasons for the removalretain its interest, if any, in the Partnership's Profits and the date upon Losses,, Cash Flow, Sale Proceeds, Refinancing Proceeds, and any other allocations, payments or distributions hereunder to which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then it was entitled as the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such noticePartner, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by from and after the effective date of the removal and removal, shall be in sufficient detail a Limited Partner of the Partnership without voting rights. For all purposes of this Agreement, a General Partner so removed shall be deemed to accurately and fully reflect have involuntarily withdrawn from the earnings or losses for Partnership as the period and General Partner effective as of the financial condition date of such removal, shall become a Limited Partner of the Partnership. If the General Partner fails , and such withdrawal shall not be deemed to cause the accounting to be prepared within 30 days have occurred in violation of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partnerthis Agreement.
Appears in 1 contract
Removal of General Partner. (a) The Special Limited Partner or the Special Limited Partner, or both of them, Partner may remove any or all of the General Partner for any of the following if not remedied within 120 days of written noticePartner:
(1) For cause if any such General Partner has:
(A) Become Been subject to an event of Bankruptcy;
(B) Commits Committed any fraud, willful misconduct, breach of fiduciary duty or other grossly negligent conduct in the performance of its duties under this Agreement;
(C) Becomes convicted Convicted of, or entered entering into a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the MortgageMortgage Note, and such violation prompts the Lender Mortgage Lenders to issue a default letter or acceleration notice to the Partnership or General Partner, except that in regard to the Mortgage the cure period shall be the sooner of thirty days or ten days prior to the expiration of the cure period referenced in the loan documents, if any;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this AgreementAgreement and such conduct caused the Partnership to suffer an uninsurable loss;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period first 15 years of Project operations to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the a General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through thorough the date of receipt of such notice, notice and thereafter it shall not sell or dispose of Partnership assets under any circumstancesin the ordinary course of business of the Partnership or otherwise unless such sale or disposition is subject to a conduct entered into by and binding upon the Partnership prior to the date upon which such notice was received by the General Partner. The If possible the accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses expense of the accounting shall be borne by the General Partner.
(d) The removal of the General Partner for cause shall become effective upon the date set forth in the notice. Such General Partner shall (i) cease to be a Partner of, or have any further interest in, the Partnership as of the effective date of the removal; (ii) be entitled to receive as its sole compensation for its interest in the Partnership an amount equal to its Capital Account balance as of the effective date of the removal, payable upon the dissolution and termination of the Partnership after all of the Partners have been distributed the positive balances in their Capital Accounts; and (iii) remain liable to restore any deficit balance in its Capital Account as of the date of its removal as provided in Section 15.3(b) of this Agreement.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
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 any of the following if not remedied within 120 days of written notice
(1) For cause if such any General Partner has, its officers, directors, members, or partners have, if applicable, or the Partnership has:
(Ai) Become been subject to an event of Bankruptcy;
(Bii) Commits committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(Ciii) Becomes been convicted of, or entered into a plea of guilty to, a felony;
(Div) Made been barred from participating in any federal or state housing program;
(v) made personal use of Partnership funds or properties;
(Evi) Violated violated the terms of the Mortgage, Mortgage and such violation prompts the Lender any Mortgage lender to issue a default letter or acceleration notice to regarding the Partnership or General Partnerviolation;
(Fvii) Failed failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership Partnership, the Limited Partner or the Special Limited Partner as required under this Agreement;
(Gviii) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached breached any representation, warranty or covenant contained in this Agreement;
(ix) 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 of this Agreement apply;
(x) failed to provide, or failed to perform any other action which may cause to be provided, the construction monitoring documents required by in Section 14.3(a) of this Agreement;
(Ixi) Violated violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by ;
(xii) violated the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% terms of the total LIHTC; orConstruction Loan and such violation prompts the Construction Lender to issue a letter regarding such violation;
(Jxiii) Failed failed to ensure that the Development Budget is In-Balance;
(xiv) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(xv) failed to deliver the annual Partnership financial data as required pursuant to Section 14.2(a) or (b).
(xvi) failed to maintain the reserve balances as required pursuant to Article VIII;
(xvii) failed to place the Project in service within 6 months of the Completion Date;
(xviii) failed to achieve 100% occupancy of the Project by January 1, 2008;
(xix) failed to obtain Permanent Mortgage Commencement by April 1, 2008;
(xx) failed to renew the Insurance on or before the due date;
(xxi) failed to pay the Real Estate Taxes on or before the due date;
(xxii) failed during any sixconsecutive 6-month period to during the Compliance Period to cause at least rent 85% or more of the total apartment units in the Project to qualify for LIHTCQualified Tenants; notwithstanding the foregoing, unless if such failure is the result of Force Majeure or unless if such failure is cured within 120 days after the end of the six6-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the , then this removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it provision shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of the Partnership. If the General Partner fails to cause the accounting to be prepared within 30 days of receipt of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by the General Partner.apply; or
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 On a vote of the Limited PartnerPartners holding one hundred percent (100%) of the total Percentage Interests, or both of them, may remove the General Partner for shall be removed as the General Partner on the happening of any of the following if not remedied within 120 days of written noticeevents (each, a “Removal Event”):
(1i) For cause The General Partner is in default of any payment obligation hereunder, including, without limitation, any payment obligation under Article III, or is in breach of any other material obligation under this Agreement and such default or breach is not corrected within ten (10) days after written notice thereof from the other Partners; if such General Partner has:
(A) Become subject to an event default or breach is willful, flagrant, and material, and not susceptible of Bankruptcycure, then no notice or grace period shall be required;
(Bii) Commits any The General Partner shall commit an act involving fraud, willful misconduct, breach of fiduciary duty or other negligent conduct gross negligence in the performance connection with any of its duties under this Agreementobligations hereunder;
(Ciii) Becomes convicted of, or entered a plea Any transfer by the General Partner in violation of guilty to, a felonythe provisions of Article VIII;
(Div) Made personal use The misappropriation of Partnership funds or propertiesproperty of the Partnership by the General Partner or any of its respective affiliates;
(Ev) Violated the terms The bankruptcy or dissolution of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(Fvi) Failed to provide There shall occur a default beyond applicable notice and grace period of any loan, advance, Capital Contribution obligation of the General Partner or any other payment to affiliate under any agreement between the Partnership required under this Agreement;
(G) Failed to obtain Partnership, on the Consent of one hand, and the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited General Partner or Special Limited Partner any affiliate, on the other hand, and the recaptured LIHTC exceed 20% of the total LIHTC; or
such default or breach is not corrected within ten (J10) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end General Partner’s receipt of the six-month period.
(2) As provided in Section 6.2(a) hereofwritten notice thereof.
(b) Written If a Removal Event has occurred, the Limited Partners shall have the right, under the terms of Section 2.03(a) above, by written notice of the removal for cause of to the General Partner shall be served by given at any time thereafter (such notice, the Special Limited Partner or the Limited Partner“Removal Notice”), or both of them, upon to remove the General Partner either by certified or by registered mail, return receipt requested, or by personal servicefrom managing the Partnership and to designate a new general partner of the Partnership. Such notice The Removal Notice shall set forth specify with particularity the reasons basis for removal and shall become effective the removal, if any, and later of (i) ten (10) days after the date upon which of the removal is to become effectiveRemoval Notice; or (ii) the date set out in the Removal Notice (the “Removal Date”). Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B)In such event, (E), (F), (G), or (HA) then the powers and authorities granted to the General Partner hereunder shall have 90 days from receipt terminate and be of no force or effect; and (B) until a new general partner is approved under Section 2.05, the notice of removal from either Person designated by the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 day cure period then the removal of the General Partner shall be immediately effective on the day following the 90 day cure period.
(c) Upon receipt of such notice of removal for cause, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership from the end of the previous fiscal year through the date of receipt of such notice, and thereafter it shall not sell or dispose of Partnership assets under any circumstances. The accounting shall be completed by the effective date of the removal and shall be in sufficient detail to accurately and fully reflect the earnings or losses for the period and the financial condition of manage the Partnership. If the General Partner fails has been removed under this Section, the Partners shall have all rights, remedies, and recourses available to cause the accounting to be prepared within 30 days of receipt them hereunder for any breach or default by any replacement general partner of the notice of removal for cause then the Limited Partner may cause the accounting to be prepared. The expenses of the accounting shall be borne by Partnership, as if such replacement general partner were the General Partner, as that term is used in this Article II and any related defined terms, including, without limitation, a Removal Event.
(c) On removal of the General Partner:
(i) The General Partner shall no longer transact any business on behalf of the Partnership and shall no longer be the General Partner of the Partnership;
(ii) All contracts, agreements, or arrangements between the Partnership and the General Partner and/or any of its affiliates shall immediately terminate as of the Removal Date, without penalty or termination fees;
(iii) The General Partner shall take such action as may be necessary, or as a replacement general partner may direct, for the transfer, protection, and/or preservation of partnership assets that is in the possession or control of the General Partner and in which the Partnership have or may acquire an interest;
(iv) The General Partner shall cooperate fully with a replacement general partner and the Partnership to effect an orderly transition of management responsibilities to the new general partner;
(v) The General Partner shall be released of all duties, obligations, rights, and powers as general partner of the Partnership first arising or occurring after the Removal Date; provided, however, that the General Partner shall not be released from any duties or obligations arising before the Removal Date;
(vi) The General Partner shall forfeit all rights to receive any then- unearned fees under this Agreement;
(vii) The General Partner shall have no right to subsequently cure or remedy the event or cause that was the basis for removal to resume being the General Partner; and
(viii) The Interest of the General Partner, if any, shall be converted into and shall be deemed to be an Interest as a Limited Partner effective as of the Removal Date, but with no right to participate in the management of the business of the Partnership, including to vote on any Major Decision.
Appears in 1 contract
Samples: Limited Partnership Agreement
