Removal of Managing General Partner. 4.04(a)(3)(a).
Removal of Managing General Partner. (a) The Managing General Partner may be removed at any time with the consent of Investor Partners owning a majority of the then outstanding Units, and upon the selection of a successor managing general partner or partners by Investor Partners owning a majority of the then outstanding Units.
Removal of Managing General Partner. (a) The Managing General Partner may be removed by a Majority Fund Vote if a Finding of Cause shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 10.2(a). For purposes of this Agreement, the term “
Removal of Managing General Partner. The Managing General Partner may be removed by the vote of more than eight-eight percent (88%) of the Percentage Interest of the Partners if; (1) such Managing General Partner breaches any material provision of this Agreement and fails or refuses to cure such breach within a reasonable time after written notice from the Management Committee to do so; or (2) Managing General Partner is placed in bankruptcy or receivership or executes an assignment for the benefit of creditors. Managing General Partner has the right to demand an arbitration of the fairness and reasonableness of any such removal pursuant to the dispute resolution provisions of this Agreement. The Partners may, by unanimous vote of the Management Committee, elect a successor Managing General Partner.
Removal of Managing General Partner. SECTION 8.1 PROHIBITION ON TRANSFERS AND WITHDRAWALS BY PARTNERS. The Partners shall be prohibited from transferring or assigning their respective interests (or any part of such interests) in the Partnership and any attempted transfer shall be void ab initio. Except as provided in Section 11.1 and Section 11.2 hereof, the Partners shall be prohibited from withdrawing from the Partnership. If any Partner withdraws from the Partnership, it shall be and remain liable for all obligations and liabilities incurred by it as a Partner, and shall be liable to the Partnership and the other Partners for all indemnifications set forth herein and for any liabilities, losses, claims, damages, costs and expenses (including reasonable attorneys' fees) incurred by the Partnership as a result of any withdrawal in breach of this Agreement.
Removal of Managing General Partner. The Managing General Partner shall be deemed to be immediately removed from such position in accordance with Section 3.6 and upon the occurrence of any Event of Default hereunder which occurs by reason of the act or omission of such Managing General Partner. Upon such removal, the Board of Directors shall appoint a new Managing General Partner, subject to reinstatement of the former Managing General Partner as set forth in Section 3.6
Removal of Managing General Partner. The Managing General Partner may be removed and a new Managing General Partner or Managing General Partners may be substituted at any time upon sixty days advance written notice to the outgoing Managing General Partner, by the affirmative vote of Participants whose Agreed Subscriptions equal a majority of the Partnership Subscription. Should Participants vote to remove the Managing General Partner from the Partnership, Participants must elect by an affirmative vote of Participants whose Agreed Subscriptions equal a majority of the Partnership Subscription either to terminate, dissolve and wind up the Partnership or to continue as a successor limited partnership under all the terms of this Partnership Agreement, as provided in .7.01(c). If the Participants elect to continue as a successor limited partnership, the Managing General Partner shall not be removed until a substituted Managing General Partner has been selected by an affirmative vote of Participants whose Agreed Subscriptions equal a majority of the Partnership Subscription and installed as such. In the event the Managing General Partner is removed, the Managing General Partner's interest in the Partnership shall be determined by appraisal by a qualified Independent Expert selected by mutual agreement between the removed Managing General Partner and the incoming Managing General Partner, such appraisal to take into account an appropriate discount, to reflect the risk of recovery of oil and gas reserves, but not less than that utilized in the most recent repurchase offer, if any. The cost of such appraisal shall be borne equally by the removed Managing General Partner and the Partnership. The incoming Managing General Partner shall have the option to purchase 20% of the removed Managing General Partner's interest for the value determined by the Independent Expert. The method of payment for such interest must be fair and must protect the solvency and liquidity of the Partnership. Where the termination is voluntary, the method of payment shall be a non-interest bearing unsecured promissory note with principal payable, if at all, from distributions which the Managing General Partner otherwise would have received under the Partnership Agreement had the Managing General Partner not been terminated. Where the termination is involuntary, the method of payment shall be an interest bearing promissory note coming due in no less than five years with equal installments each year. The interest rate shall be that...
Removal of Managing General Partner. The Managing General Partner may be removed only with the written consent of Limited Partners having more than 50% of the Sharing Ratios attributable to all Limited Partners. Any such action for removal also must (a) select a new Managing General Partner, (b) specify the Capital Contribution it is to make, which shall be deposited with the Partnership, and its Sharing Ratio, and (c) be accompanied by an instrument executed by such new Managing General Partner including such new Managing General Partner's notice address, acceptance of all the terms and provisions of this Agreement, and an agreement to perform and discharge timely all of its obligations and liabilities hereunder. The new Managing General Partner so selected shall be admitted to the Partnership as a General Partner with the Sharing Ratio specified, and such removal shall be effective only immediately subsequent to such admission. Notwithstanding the foregoing provisions of this Section 10.02, the right to remove the Managing General Partner shall not exist or be exercised unless the Partnership shall have received a favorable opinion from the Partnership's legal counsel (or other counsel acceptable to the Limited Partners consenting to such removal) that the removal of the Managing General Partner and the selection and admission of a new Managing General Partner will not result in (i) the loss of limited liability of any Limited Partner or (ii) in the Partnership's being treated as an association taxable as a corporation for federal income tax purposes. No other General Partner may be removed.
Removal of Managing General Partner. (a) The Managing General Partner may be removed by a Majority Fund Vote if a Finding of Cause shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 10.2(a). For purposes of this Agreement, the term “Finding of Cause” means a written determination by Fund Investors by a Majority Fund Vote that the Managing General Partner has committed willful malfeasance in the performance of any of its material duties under this Agreement or has committed gross negligence, willful misconduct or fraud which is the primary cause of a material adverse effect on the Partnership and has continued without being substantially cured for a period of at least thirty Business Days after the date upon which written notice shall have been given to the Managing General Partner by Fund Investors pursuant to a Majority Fund Vote stating that they believe such willful malfeasance, gross negligence, willful misconduct or fraud has occurred and identifying with reasonable particularity the actions constituting or resulting in such willful malfeasance, gross negligence, willful misconduct or fraud; provided, however, that the Managing General Partner shall have the right to dispute any determination that such willful malfeasance, gross negligence, willful misconduct or fraud has occurred or is continuing or that such willful malfeasance, gross negligence, willful misconduct or fraud is the primary cause of a material adverse effect on the Partnership and, if the Managing General Partner does so, a Finding of Cause shall not become effective until the date upon which the dispute with respect to such determination has been resolved (whether by agreement between the Managing General Partner and Fund Investors by a Majority Fund Vote or as a result of a judgment or award in any judicial proceeding). Any determination of or by the Fund Investors, and the effectiveness, of any Finding of Cause may be rescinded or withdrawn at any time by the Fund Investors by a Majority Fund Vote. (b) At any time after the Initial Investment Period, the Managing General Partner may be removed by a 75% Majority Fund Vote with or without a Finding of Cause by causing the Partnership to redeem all Partnership Interests held by the Managing General Partner and its Affiliates (including the Xxxxx Limited Partner) by issuance of a promissory note with a term of not more than three years, bearing interest at the Prime Rate, an...
Removal of Managing General Partner. The Managing General Partner may be removed only with the written consent of a Required Interest. Any action for removal also must (a) select a new Managing General Partner, (b) specify the Capital Contribution is to make, which shall be deposited with the Partnership, and the new Managi rig General Partner's -26- � Sharing Ratio and Commitment, and (c) be accompanied by an instrumen ~ executed by the new Managing General Partner including the new Managing General Partnei 's notice address, the new Managing General Partner's agreement to be bound by this Agreement, and the new Managing General Partner's representation and warranty that at all relevant times the representation and warranties in Section 3.02 are trite and correct with respect to the new Managing General Partner. The new Managing General Partner so selec xxx shall be admitted to the Partnership as a General Partner with the Sharing Ratio and the Commitment specified, and the removal is effective only immediately subsequent to that admission. Regardless of arty other provisions of this Section 10.02, for the right to remove the Managing General Partner to exist or to be exercised, the Partnership must receive a favorable opinion fi orn the Partnership's legal counsel (or other counsel acceptable to the Limited Partners conse PAng to the removal) that the removal of the Managing Genoral Partner and the selection and admission of a new Managing General Partner will not result in (i) the loss of limited ha 3ility of any Limited Partner or (ii) the Partnership's being treated as an association taxable as a corporation for federal income tax purposes. No other General Partner may be removec. 10.03
