Common use of Right to Remove General Partner Clause in Contracts

Right to Remove General Partner. The General Partner may not voluntarily withdraw from the Partnership. The Limited Partner(s) shall have the right to remove the General Partner for cause. Upon such removal the Limited Partner shall select a substitute General Partner. If there would be no remaining General Partner after the removal of the General Partner, a substitute General Partner shall be simultaneously selected by the Limited Partner. The substitute General Partner shall succeed to the interest of the General Partner and be entitled to all distributions to the General Partner under Article VIII and Article IX and as elsewhere provided in this Agreement. If a substitute General Partner is not simultaneously elected, the Partnership shall thereupon terminate in accordance with Section 10.hereof. Upon a General Partner's removal, the interest of such General Partner in the Partnership shall be automatically converted into a Limited Partnership Interest as of the date of such removal, in accordance with and subject to the terms and conditions set forth in Section 10.2. For all purposes of this Section 7.4., the right of the Limited Partner to remove the General Partner for cause shall be limited, specifically, to a finding, of the following cause for such removal having occurred and having, not been remedied by such General Partner for a period of thirty days after written notice thereof from the Limited Partner. a. The default by the General Partner in its obligations under the terms and provisions of the Purchase Agreement and the failure to cure such default within any curative period as provided under such Purchase Agreement; or b. An event of default under the terms and provisions of any acquisition, development and construction loan financing loan obtained by the Partnership with respect to acquisition of the Property and the development and construction of the Project thereon, or the failure to cure such event of default within any curative period as provided thereunder; or c. The failure and/or default by the General Partner in satisfying and discharging, all obligations and requirements of this Agreement, including, but not limited to the provisions hereof related to Affirmative Obligations of the General Partner set forth in Section 7.11.

Right to Remove General Partner. The General Partner may not voluntarily withdraw from the Partnership. The Limited Partner(s) shall have the right to remove the General Partner for cause. Upon such removal cause upon the affirmative vote of the Limited Partner(s) who at least hold One Hundred percent (100%) of the outstanding Limited Partner Units. At the request of Limited Partners who hold at least One Hundred percent (100%) of the outstanding Units, the General Partner shall select call a meeting within 5 days after such notice, on the question of removal and the selection of a substitute General Partner. If there would be no remaining General Partner after the removal of the General Partner, a at least one substitute General Partner shall be simultaneously selected by a vote of Limited Partners who own collectively at least One Hundred percent (100%) of the Limited Partneroutstanding Units. The substitute General Partner shall succeed to the interest of the General Partner and be entitled to all distributions to the General Partner under Article VIII and Article IX and as elsewhere provided in this Agreement. If a substitute General Partner is not simultaneously elected, the Partnership shall thereupon terminate in accordance with Section 10.hereof10. hereof. Upon a General Partner's removal, the interest of such General Partner in the Partnership shall be automatically converted into a Limited Partnership Interest as of the date of such removal, in accordance with and subject to the terms and conditions set forth in Section 10.2. For all purposes of this Section 7.4., the right of the Limited Partner Partners to remove the General General, Partner for cause upon affirmative vote of the Limited Partners as provided hereinabove shall be limited, specifically, to a finding, of the following cause for such removal having occurred and having, not been remedied by such General Partner for a period of thirty days after written notice thereof from the Limited Partner.Partners, a. The default by the General Partner in its obligations under the terms and provisions of the Purchase Agreement and the failure to cure such default within any curative period as provided under such Purchase Agreement; or b. An event of default under the terms and provisions of any acquisition, development and construction loan financing loan obtained by the Partnership with respect to acquisition of the Property and the development and construction of the Project thereon, or the failure to cure such event of default within any curative period as provided thereunder; or c. The failure and/or default by the General Partner in satisfying and discharging, all obligations and requirements of this Agreement, including, but not limited to the provisions hereof related to Affirmative Obligations of the General Partner set forth in Section 7.11.

Right to Remove General Partner. The General Partner may not voluntarily withdraw from the Partnership. The Limited Partner(s) shall have the right to remove the General Partner for cause. Upon such removal cause upon the affirmative vote of the Limited Partner who at least holds One Hundred percent (100%) of the outstanding Limited Partner Units. At the request of Limited Partners who hold at least One Hundred percent (100%) of the outstanding Units, the General Partner shall select call a meeting, within 5 days after such notice, on the question of removal and the selection of a substitute General Partner. If there would be no remaining General Partner after the removal of the General Partner, a at least one substitute General Partner shall be simultaneously selected by a vote of Limited Partners who own collectively at least One Hundred percent (100%) of the Limited Partneroutstanding Units. The substitute General Partner shall succeed to the interest of the General Partner and be entitled to all distributions to the General Partner under Article VIII and Article IX and as elsewhere provided in this Agreement. If a substitute General Partner is not simultaneously elected, the Partnership shall thereupon terminate in accordance with the Section 10.hereof10 hereof. Upon a General Partner's removal, the interest Interest of such General Partner in the Partnership shall be automatically converted into a Limited Partnership Interest as of the date of such removal, in accordance with and subject to the terms and conditions set forth in Section section 10.2. For all purposes of this Section 7.4., the right of the Limited Partner Partners to remove the General Partner for cause upon affirmative vote of the Limited Partners as provided hereinabove shall be limited, specifically, to a finding, finding of the following cause for such removal having occurred and having, having not been remedied by such General Partner for a period of thirty days after written notice thereof from the Limited Partner.Partners: a. The default by the General Partner in its obligations under the terms and provisions of the Purchase Agreement and the failure to cure such default within any curative period as provided under such Purchase Agreement; or b. An event of default under the terms and provisions of any perspective acquisition, development and construction loan financing loan obtained by the Partnership Borrower with respect to acquisition of the Property and the development and construction of the Project thereon, or the failure to cure such event of default within any curative period as provided thereunder; or c. The failure and/or default by the Managing General Partner in satisfying and discharging, discharging all obligations and requirements of this Agreement, including, but not limited to the provisions hereof related to Affirmative Obligations affirmative obligations of the Managing General Partner set forth in Section 7.11Partner.

Right to Remove General Partner. The General Partner may not voluntarily withdraw from the Partnership. The Limited Partner(s) Partner shall have the right to remove the General Partner for cause. Upon such removal the Limited Partner shall select a substitute General Partnercause as set forth below. If there would be no remaining General Partner after the removal of the General Partner, a substitute new General Partner shall be simultaneously selected by the Limited Partner. The substitute new General Partner shall succeed to the interest of the General Partner and be entitled to all distributions to the General Partner under Article VIII and Article IX and as elsewhere provided in this Agreement. If a substitute new General Partner is not simultaneously elected, the Partnership shall thereupon terminate in accordance with Section 10.hereof10. hereof unless continued as set forth therein. Upon a General Partner's removal, the interest of such General Partner in the Partnership shall be automatically converted into a Limited Partnership Interest forfeited provided that such General Partner shall still be entitled to receive any and all distributions as of set forth in this Agreement up and until the date time of such removal, in accordance with and subject to the terms and conditions set forth in Section 10.2. If the General Partner purports to resign or withdraw from Partnership in violation hereof, such Partner shall remain liable for the debts, obligations and liabilities of the Partnership to the same extent as if such Partner had not purported to resign or withdraw and, in addition, shall be liable to the Partnership and the Partners for any damages sustained by reason of such purported resignation or withdrawal. For all purposes of this Section 7.4., the right of the Limited Partner to remove the General Partner for cause shall be limited, specifically, to a finding, of the following cause for such removal having occurred and having, not been remedied by such General Partner for a period of thirty days after written notice thereof from the Limited Partner. a. The default by the General Partner in its obligations under the terms and provisions of the Purchase Agreement and the failure to cure such default within any curative period as provided under such Purchase Agreement; or b. An event of default under the terms and provisions of any acquisition, development and construction loan financing loan obtained by the Partnership with respect to acquisition of the Property and the development and construction of the Project thereon, or the failure to cure such event of default within any curative period as provided thereunder; or c. The failure and/or default by the General Partner in satisfying and discharging, all obligations and requirements of this Agreement, including, but not limited to the provisions hereof related to Affirmative Obligations of the General Partner set forth in Section 7.11.