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) 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. 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. 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. (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 Partners.
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; (d) has a receiver appointed to pay its debts as they mature; or (e) commits an act or omission which would constitute a material breach of this Agreement.
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 :
Removal of Managing Partner. The Managing Partner may be removed only for Cause.
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.
Removal of Managing Partner. Upon the occurrence of (i) a Voluntary or Involuntary Change in Control of the RHP General Partner (provided, however, that no Voluntary or Involuntary Change in Control shall be deemed to have occurred if Spenxxx Xxxxxxxx, Xxel Xxxxx (xx long as he is a "family member" of Partxxxx), xr such other "family member" of Partxxxx xx may be approved by the MHC General Partner is actively involved in the management of the RHP General Partner), (ii) an Event of Default (as defined in Article XV) by the RHP General Partner or (iii) a Payment Default, MHC General Partner shall automatically become the Managing Partner and assume all of the responsibilities and obligations associated therewith, and the MHC General Partner shall act as the Managing Partner of the Partnership. In such event, each Management Agreement shall automatically terminate and the RHP General Partner shall automatically become a Limited Partner, and the RHP General Partner's Interest shall convert into an Interest as Limited Partner having the same rights to distributions set forth in Article VII of this Agreement; provided, however, that in the event of an Involuntary Change of Control, the RHP General Partner shall be entitled to receive an amount equal to fifty percent (50%) of any distributions pursuant to Section 7.02(c)(iii) or Section 7.03(e)(iii).
