Resignation of Managing GP or the Liquidation GP. The Managing GP or the Liquidation GP may resign as the Managing GP or the liquidation general partner, as the case may be, on not less than 180 days’ prior written notice to the other Partners, and such resignation will become effective upon the earlier of the appointment of a replacement by unanimous consent of the remaining Partners (provided that the Rating Agency Condition has been satisfied in respect thereof), and while any Covered Bonds are outstanding, the Bond Trustee, and the last day of such 180 day period, following which in the case of the Managing GP resigning, the Liquidation GP shall be deemed to be appointed as the new Managing GP, provided, however, that neither the Managing GP nor the Liquidation GP may resign if the effect thereof would be to dissolve the Partnership. In the event the Liquidation GP resigns in accordance with this Section 11.3, the Managing GP shall forthwith use its best commercially reasonable efforts to without delay locate a new liquidation general partner that meets the requirements of the CMHC Guide to be appointed by the unanimous consent of the other Partners, and, while there are Covered Bonds outstanding, the Bond Trustee.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (BMO Covered Bond Guarantor Limited Partnership), Limited Partnership Agreement (Bank of Nova Scotia /)
Resignation of Managing GP or the Liquidation GP. The Managing GP (provided Rating Agency Confirmation is received in respect thereof) or the Liquidation GP may resign as the Managing GP managing general partner or the liquidation general partner, as the case may be, on not less than 180 days’ prior written notice to the other Partners, and such resignation will become effective upon the earlier of the appointment of a replacement by unanimous consent of the remaining Partners (provided that the Rating Agency Condition has been satisfied in respect thereof)Partners, and while any Covered Bonds are outstanding, the Bond Trustee, and the last day of such 180 day period, following which in the case of the Managing GP resigning, the Liquidation GP shall be deemed to be appointed as the new Managing GPmanaging general partner, provided, however, that neither the Managing GP nor the Liquidation GP may not resign if the effect thereof would be to dissolve the Partnership. In the event the Liquidation GP resigns in accordance with this Section 11.3, the Managing GP shall forthwith use its best commercially reasonable efforts to without delay locate a new liquidation general partner that meets which satisfies the requirements in this Agreement and the Guide with respect to providing for the Partnership to be Independently Controlled and Governed (as such term is defined in the Guide) at such time as the Liquidation GP is the managing general partner of the CMHC Guide Partnership, to be appointed by the unanimous consent of the other Partners, and, while there are Covered Bonds outstanding, the Bond Trustee.
Appears in 3 contracts
Samples: Limited Partnership Agreement (RBC Covered Bond Guarantor Limited Partnership), Limited Partnership Agreement, Limited Partnership Agreement (RBC Covered Bond Guarantor Limited Partnership)
Resignation of Managing GP or the Liquidation GP. The Managing GP or the Liquidation GP may resign as the Managing GP managing general partner or the liquidation general partner, as the case may be, on not less than 180 days’ prior written notice to the other Partners, and such resignation will become effective upon the earlier of the appointment of a replacement by unanimous consent of the remaining Partners (provided that the Rating Agency Condition has been is satisfied in respect thereof), and while any Covered Bonds are outstanding, the Bond Trustee, and the last day of such 180 day period, following which in the case of the Managing GP resigning, the Liquidation GP shall be deemed to be appointed as the new Managing GPmanaging general partner, provided, however, that neither the Managing GP nor the Liquidation GP may resign if the effect thereof would be to dissolve the Partnership. In the event the Liquidation GP resigns in accordance with this Section 11.3, the Managing GP shall forthwith use its best commercially reasonable efforts to without delay locate a new liquidation general partner that meets the requirements of the CMHC Guide to be appointed by the unanimous consent of the other Partners, and, while there are Covered Bonds outstanding, the Bond Trustee.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Resignation of Managing GP or the Liquidation GP. The Managing GP (provided Rating Agency Confirmation is received in respect thereof) or the Liquidation GP may resign as the Managing GP managing general partner or the liquidation general partner, as the case may be, on not less than 180 days’ prior written notice to the other Partners, and such resignation will become effective upon the earlier of the appointment of a replacement by unanimous consent of the remaining Partners (provided that the Rating Agency Condition has been satisfied in respect thereof)Partners, and while any Covered Bonds are outstanding, the Bond Trustee, and the last day of such 180 day period, following which in the case of the Managing GP resigning, the Liquidation GP shall be deemed to be appointed as the new Managing GPmanaging general partner, provided, however, that neither the Managing GP nor the Liquidation GP may not resign if the effect thereof would be to dissolve the Partnership. In the event the Liquidation GP resigns in accordance with this Section 11.3, the Managing GP shall forthwith use its best commercially reasonable efforts to without delay locate a new liquidation general partner that meets the requirements of the CMHC Guide to be appointed by the unanimous consent of the other Partners, and, while there are Covered Bonds outstanding, the Bond Trustee.
Appears in 1 contract
Samples: Limited Partnership Agreement (RBC Covered Bond Guarantor Limited Partnership)