Removal of General Partners. A General Partner may be removed upon the following conditions:
(a) By written consent of a majority of the Limited Partners. Limited Partners may exercise such right by presenting to the General Partner a notice, with their acknowledged signatures thereon, to the effect that the General Partner is removed; the notice shall set forth the grounds for removal and the date on which removal is become effective;
(b) Concurrently with such notice or within thirty (30) days thereafter by notice similarly given, a majority of the Limited Partners may also designate a successor as General Partner;
(c) Substitution of a new General Partner, if any, shall be effective upon written acceptance of the duties and responsibilities of a General Partner by the new General Partner. Upon effective substitution of a new General Partner, this Agreement shall remain in full force and effect, except for the change in the General Partner, and business of the Partnership shall be continued by the new General Partner. The new General Partner shall thereupon execute, file and record an amendment to the Certificate of Limited Partnership in the manner required by law.
(d) Failure of the Limited Partners giving notice of removal to designate a new General Partner within the time specified herein or failure of the new General Partner so designated to execute written acceptance of the duties and responsibilities of a General Partner hereunder within ten (10) days after such designation shall dissolve and terminate the Partnership, unless the business of the Partnership is continued by the remaining General Partners, if any. In the event that all of the General Partners are removed, no other General Partners are elected, the Partnership is liquidated and Redwood Mortgage is no longer receiving payments for services rendered, the debt on the Formation Loan shall be forgiven by the Partnership and Redwood Mortgage will be immediately released from any further obligation under the Formation Loan.
Removal of General Partners. A. Subject to Section 11.3 of this Agreement, upon the Consent of more than 50% in Interest (as to capital and Profits and Losses) of the Limited Partners
(i) the power shall be vested in the Limited Partners to (a) remove any or all General Partners and (b) cause the General Partners, on behalf of the Limited Partnership, to Remove any Managing Partner.
(ii) (a) The power shall be vested in each General Partner to Remove the other General Partner, and pursuant to Section l0.1A of this Agreement admit a successor general partner, for "Cause" as defined in Section 6.2A(ii)(b), but for no other reason.
Removal of General Partners. Any General Partner may be removed either by (a) the vote or written consent of at least two-thirds (2/3) of the Individual General Partners not subject to the removal vote or (b) the vote or written consent of Partners holding not less than two-thirds (2/3) of the total number of votes eligible to be cast by all Partners.
Removal of General Partners. A. The Limited Partners holding Partnership Interests totalling at least seventy percent (70%) of the Partnership Interests of the Limited Partners may effect (i) the removal of one or more of the General Partners subject to the terms and conditions of Section 23B; and (ii) if desired, the selection of a successor General Partner under the terms of Section 25B.
B. A General Partner may be removed only for any of the following reasons:
(1) An admission by the Partner, in writing, of an inability to pay his debts generally as they become due;
(2) The Partner’s consenting, seeking or acquiescing to the appointment of a receiver, trustee, liquidator, or fiscal agent for all or a substantial part of his property;
(3) Gross negligence in the performance of the Partner’s obligations under this Agreement;
(4) Commission of a felony involving moral turpitude in connection with the management of the Partnership or its business;
(5) Commission of a fraud on the Partners or the Partnership;
(6) Knowingly and willfully breaching a material obligation under this Agreement; or
(7) Permanent Disability resulting when the Partner is permanently unable to adequately carry out his duties and responsibilities under this Agreement for a period exceeding one year including, but not limited to, disability arising from insanity.
C. The removal of a General Partner shall further be conditioned upon the payment to such Partner of any compensation and distribution to which the Partner may be entitled pursuant to the terms of this Agreement to the effective date of such removal. In the event of the removal of a General Partner, the removed Partner shall, subject to the provisions of Section 19, remain liable for the debts, obligations, and liabilities of the Partnership incurred during the period of time he was such a Partner to the extent that he was so liable in his capacity as such a Partner.
Removal of General Partners. Notwithstanding anything to the contrary contained in the Loan Documents (other than the Regulatory Agreement), removal, or withdrawal in lieu of removal, of a general partner for cause in accordance with the Borrower’s Partnership Agreement as in effect from time to time, and which comply with the applicable requirements of the Continuing Covenant Agreement, shall not constitute a default under any of the Loan Documents or accelerate the maturity of the Borrower Loan. If such general partner is removed, or withdraws in lieu of removal, the Bank shall not unreasonably withhold its consent to the admission of a substitute general partner; provided that if the Equity Investor designates itself, or an affiliate of the Equity Investor or of the Governmental Lender, as a substitute general partner, the Bank’s consent to the admission of such substitute general partner shall not be required. Any amendment to the Partnership Agreement to effectuate such removal and/or withdrawal and such admission of a substitute general partner shall not require consent of the Bank. Notwithstanding the foregoing, a change in the general partner of the Borrower shall be subject to the applicable provisions of Section 13 of the Regulatory Agreement.
Removal of General Partners. 97 14.3 Limitations on Withdrawal or Removal of a General Partner and Election of a Successor General Partner. . 97 14.4 Amendment of Agreement and Certificate of Limited Partnership. . . . . . . . . . . . . . . . . . . . . . 97 14.5 Interest of Departing Partner and Successor. . . . . . . 98 14.6
Removal of General Partners. (a) A General Partner may be removed as general partner (i) for "cause" (as hereinafter defined), upon an affirmative Majority Vote of the Limited Partners, or (ii) upon an affirmative Super-Majority Vote of the Limited Partners. Any such action by the Limited Partners also must provide for the election of a successor General Partner and shall become
Removal of General Partners. A Majority in Interest of the Limited Partners shall have the power and authority to remove a General Partner and to appoint a replacement General Partner, provided that any such replacement General Partner shall be a Person (i) who consents to such appointment, (ii) who is capable of performing the functions of the replaced General Partner hereunder, and (iii) who is an entity organized pursuant to a certificate of incorporation (or other constituent documents) which includes provisions in form and in substance that comply with the requirements of the Existing Financing. Any replacement General Partner appointed pursuant to this Section 6.13 shall, effective upon acceptance of such appointment, be admitted as a General Partner of the Partnership, and shall succeed to all of the powers and responsibilities of the replaced General Partner hereunder. In the event that the replaced General Partner is replaced pursuant to this Section 6.13 by a replacement General Partner which does not purchase such replaced General Partner's Partnership Interest, (i) such replaced General Partner shall be treated as an assignee of a Partnership Interest under Section 8.1 and may be admitted as a substituted Partner subject to the consent of a Majority in Interest of the Limited Partners and (ii) all Partnership Interests shall be reduced pro rata to the minimum extent necessary to admit the replacement General Partner as a Partner.
Removal of General Partners. If any of the general partnership interests of Tenant are sold, assigned, conveyed, transferred or changed at any time when Tenant is the tenant hereunder and such sale, assignment, conveyance, transfer or change results in the withdrawal or removal of both of the persons who were general partners of Tenant on the Commencement Date unless said replacement general partners are approved by Landlord, which approval shall not be unreasonably withheld if he is satisfied as to (A) their operational expertise or the operational expertise of any manager retained by them and (B) their ability to meet the financial obligations imposed on Tenant hereunder and which approval shall be granted in the event Emeritus continues to operate the Facility under the Administrative Services Agreement (as defined below).
Removal of General Partners. Any General Partner may be removed by the affirmative
