Common use of Retirement or Withdrawal of General Partner Clause in Contracts

Retirement or Withdrawal of General Partner. The Managing General Partner may not withdraw any part of its General Partnership Interest. The Retirement of the Managing General Partner shall dissolve the Partnership. Notwithstanding the foregoing or anything else in this Agreement to the contrary, a merger, consolidation, or reorganization of the Managing General Partner, or a sale of all or substantially all its assets that includes its Partnership Interest, is not a Retirement of such Managing General Partner if the resulting, surviving or acquiring Person is an Affiliate and becomes substituted as the Managing General Partner of the Partnership. The resulting, surviving or acquiring Person is substituted as the Managing General Partner without further act if it gives notice of the substitution to the Partners before the effective date of the merger, consolidation, reorganization or sale. Each Partner consents to the admission and substitution of such substitute Managing General Partner pursuant to this section 29, and no further consent or approval of any Partner is required.