Removal of Managing Partner. (a) A Majority in Interest of the Investor Partners shall have the right to remove the Managing Partner and to elect and substitute a new Managing Partner. In such event, the removed Managing Partner shall be required to offer to sell a minimum of 20% of, and shall have the right to offer to sell up to the remaining 80% of, its interest in the Partnership to the new Managing Partner at a price, Method of Payment (as determined pursuant to this section), and on such other terms and conditions as are mutually agreeable to the new Managing Partner. If after the new Managing Partner and the removed Managing Partner have agreed on the amount of the removed Managing Partner’s Partnership interest that is to be sold to and purchased by the new Managing Partner (which agreement must be reached within 10 days of the removal of the Managing Partner), such parties are unable to agree within 10 days on the purchase price of such interest, the new Managing Partner and the removed Managing Partner shall select a mutually agreeable Independent Expert to determine such purchase price. Such Independent Expert, in determining such price, shall take into account appropriate discount factors in light of the risk of recovery of the oil and gas reserves attributable to the Partnership. The closing of the purchase of such Partnership interest shall take place at the office of the removed Managing Partner within 15 days following the agreement upon or determination of the purchase price for the interest to be acquired by the new Managing Partner, or at such other time or place as the removed Managing Partner and the new Managing Partner may agree upon in writing. In the event the new Managing Partner agrees to purchase less than all of the offered interest of the removed Managing Partner in the Partnership, the removed Managing Partner shall have the right to have distributed to it in kind such Partnership assets and properties attributable to the Partnership interest not purchased by the new Managing Partner as it would have been entitled to receive if the Partnership were dissolved and terminated pursuant to Section 9.4 at such time. The removed Managing Partner shall cause, to the extent legally possible, all of its contractual rights, obligations, and duties as Managing Partner of the Partnership to be assigned to the new Managing Partner, and the new Managing Partner shall continue the business of the Partnership without the occurrence of any dissolution and shall accept all...
Removal of Managing Partner. The Managing Partner may be removed as Managing Partner hereunder by Extraordinary Resolution of the Partners, which removal shall be effective on the appointment by the Partners of a replacement Managing Partner who will assume all of the responsibilities and obligations of the Managing Partner hereunder.
Removal of Managing Partner. (a) The Managing Partner hereby covenants and agrees not to retire or withdraw from the Partnership as Managing Partner without the prior written consent of a Majority in Interest of the Limited Partners.
(b) A Majority in Interest of the Limited Partners may remove the Managing Partner upon (but only upon) the occurrence of any of the following events:
(i) any act of the Managing Partner, or its Affiliates, in contravention of the terms or intent of any provision contained in this Agreement;
(ii) the bankruptcy or insolvency (as defined in Section 11.1) of the Managing Partner;
(iii) entry of a final judgment by a court of competent jurisdiction to the effect that the Managing Partner has been guilty of intentional misconduct, gross negligence or fraud in connection with any duty or obligation hereunder;
(iv) the misfeasance, malfeasance or nonfeasance of the Managing Partner in connection with its duties under this Agreement;
(v) the indictment of the Managing Partner, or an Affiliate of the Managing Partner, of any crime under the laws of the United States or any of its states or possessions;
(vi) the application or appropriation of Partnership funds in a manner contrary to this Agreement;
(vii) the appointment of a receiver for all or substantially all of the assets of the Managing Partner and the failure to have such receiver discharged within 30 days of such appointment; or
(viii) the bringing of any legal action against the Managing Partner by a creditor of the Managing Partner, or an Affiliate of the Managing Partner, resulting in the attachment, garnishment or sequestration of the Managing Partner's interest in the Partnership and the failure of the Managing Partner to have such attachment, garnishment or sequestration discharged within 30 days of such event. Upon the removal of the Managing Partner, the Managing Partner shall retain its Partnership Interest as a Limited Partner with all the rights and duties pertaining thereto.
(c) Upon the removal of the Managing Partner pursuant to paragraph (b) above a new Managing Partner shall be elected by a vote of a Majority in Interest of the remaining Limited Partners.
Removal of Managing Partner. (a) The Managing Partner may be removed as a managing partner of the Partnership at any time by a Special Resolution of the Ordinary Partners provided that any such Special Resolution may also by its provisions appoint a new managing partner of the Partnership to replace the Managing Partner and to fulfill its obligations hereunder and the removal of the Managing Partner shall be effective upon the passing of such Special Resolution.
(b) In the event that the Managing Partner ceases to be the Managing Partner for any reason, the Managing Partner shall cease to have any rights hereunder (other than any Expense Reimbursement and a pro-rated amount of any distributions under Article 8 in respect of the portion of the fiscal year of the Partnership the Managing Partner acted as managing partner of the Partnership) and shall be deemed to have resigned and surrendered its Class A Units to the Partnership for cancellation and the Ordinary Partners may appoint forthwith a new managing partner of the Partnership to replace the Managing Partner.
Removal of Managing Partner. If any Restricted Person shall Control RMH, Rainbow Partner may be removed as Managing Partner at the request of Fox Partner (unless Fox Partner is a Defaulting Partner) by written notice by Fox Partner to the Managing Partner within 60 days of such Change in Control; provided that there shall be no such right of removal of Rainbow Partner as the Managing Partner if Rainbow Partner has initiated the Buy-Out Procedure within 30 days of the receipt of the request referred to in this Section 4.10, unless the Buy-Out Procedure is abandoned by mutual agreement of the parties. Upon the removal of the Managing Partner, a new Managing Partner shall be appointed by the unanimous vote of the Partners excluding any Partner that is a Forfeited Partner at the time of such decision. Until a successor Managing Partner has been appointed, the Partnership shall be managed by the Partners’ Committee in accordance with Section 4.2. The removal of the Managing Partner shall not, of itself, affect the Managing Partner’s Interest or Sharing Percentage in the Partnership or the right of its representatives to vote (except as provided in the preceding paragraph) on the Partners’ Committee or its rights under Section 4.9.
Removal of Managing Partner. If (a) any Restricted Person shall --------------------------- Control Fox or (b) Fox and Twentieth Holdings Corporation shall directly or indirectly hold less than a Minimum Interest in Fox/Liberty Partner, the Managing -52- Partner may be removed as Managing Partner at the request of any other Partner (other than a Defaulting Partner) by written notice by the requesting Partner to the Managing Partner within 60 days of such event. Upon the removal of the Managing Partner, a new Managing Partner shall be appointed from among the Partners by the unanimous vote of the Partners excluding any Partner that is a Forfeited Partner at the time of such decision. Until a successor Managing Partner has been appointed, the Partnership shall be managed by the Partners' Committee in accordance with Section 4.2. The removal of the Managing Partner shall not, of itself, affect the Managing Partner's Interest or Sharing Percentage in the Partnership or the right of its representatives to vote (except as provided in the preceding paragraph) on the Partners' Committee or its rights under Section 4.11.
Removal of Managing Partner. A. If the Managing Partner becomes Bankrupt, is convicted of a felony or files a certificate of dissolution (or its equivalent) or otherwise has its charter revoked (other than a ministerial revocation resulting from a failure to file an annual report, which failure is promptly cured after notice from any Partner or its representative), the Managing Partner shall automatically be removed as managing partner and such Managing Partner's interest in the Partnership shall be treated in the manner provided in Section 12.8 below. Notwithstanding the foregoing, if upon the dissolution of the Managing Partner, its interest in the Partnership is or will be assigned in a manner permitted under Section 12.1 above, then such dissolved Managing Partner's interest in the Partnership, as a general partner, shall not be treated in the manner provided in Section 12.8 below, and such person or persons or such corporation or other form of business entity succeeding to such former Managing Partner's interest in the Partnership, as a general partner, shall be admitted into the Partnership as a substitute or successor Managing Partner(s), and shall succeed, collectively, to all of the interests of such former Managing Partner (in its status as general partner) in the Partnership, effective the moment before such former Managing Partner was dissolved.
B. Except as may be otherwise provided by law, and except as may otherwise be mutually agreed to by all Partners (including the Managing Partner), the right to remove the Managing Partner shall be limited to the events described in Subsection 12.5.A above. Any successor general partner may be removed as a general partner upon the terms and conditions provided in Subsection 12.5.A above. The removal of a general partner in accordance herewith shall in no way limit or affect the liability of such general partner to the Partnership for debts and liabilities of the Partnership arising or accruing prior to the effective date of such general partner's removal.
Removal of Managing Partner. The Partners may, by Ordinary Resolution, remove the Managing Partner as managing partner of the Partnership upon 30 days prior notice :
(a) upon the bankruptcy, dissolution, liquidation or winding-up of the Nova Scotia Managing Partner (or the commencement of any act or proceeding in connection therewith which is not contested in good faith by the Managing Partner) or the insolvency of the Managing Partner. The Managing Partner shall immediately notify the Partners, in writing, of the occurrence of any of the events described in this Subsection 8.2(a); or
(b) if the Managing Partner commits an act or omits to do an act which, if the Managing Partner was an individual employee of the Partnership under Nova Scotia law, would justify the Partnership in terminating such employment relationship for cause without notice.
Removal of Managing Partner. The Managing Partner shall be discharged and its powers, rights and duties terminated in the event the Managing Partner: (a) is adjudicated a bankrupt; (b) files a voluntary petition in bankruptcy; (c) makes a general assignment for the benefit of its creditors; (
Removal of Managing Partner. The Managing Partner may be removed only for Cause.
