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a Majority Fund Vote if a Finding of Cause shall have been made and shall have become effective and shall not have been withdrawn or rescinded in accordance with the provisions of this Section 10.2(a).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 Any determination of or by the Fund Investors, and the effectiveness, of any Finding of Cause may be rescinded or withdrawn at any time by the Fund Investors by a Majority Fund Vote.
Appears in 6 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Hines Real Estate Investment Trust Inc), Limited Partnership Agreement (Hines Real Estate Investment Trust Inc)