Successor General Partner. Upon the occurrence of an event giving rise to a Withdrawal of a General Partner, any remaining General Partner, or, if there be no remaining General Partner, the Withdrawing General Partner or its legal representative, shall promptly notify the Special Limited Partner of such Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall have been sent as provided herein, the Special Limited Partner shall have the right to become a successor General Partner (and to become the successor managing General Partner if the Withdrawing General Partner was previously the managing General Partner). In order to effectuate the provisions of this Section 13.4 and the continuance of the Partnership, the Withdrawal of a General Partner shall not be effective until the expiration of 120 days from the date on which occurred the event giving rise to the Withdrawal, unless the Special Limited Partner shall have elected to become a successor General Partner as provided herein prior to expiration of such 120-day period, whereupon the Withdrawal of the General Partner shall be deemed effective upon the notification of all the other Partners by the Special Limited Partner of such election.
Successor General Partner. A successor to all of a General Partner's General Partner Interest who is proposed to be admitted to the Partnership as a Successor General Partner shall be admitted as the General Partner, effective upon the Transfer. Any such transferee shall carry on the business of the Partnership without dissolution. In addition, the following conditions must be satisfied:
(A) The Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; and
(B) An amendment to this Agreement evidencing the admission of such Person as a General Partner shall have been executed by all General Partners and an amendment to the Certificate shall have been filed for recordation as required by the Act.
(C) Any consent required under Section 10.1(A) shall have been obtained.
Successor General Partner. Any transferee of GP Units pursuant to Section 11.1 shall automatically be admitted to the Partnership as the successor General Partner, and the transferor of such GP Units shall, if it has also transferred all Partnership Interests evidenced by the Incentive Compensation Agreement, automatically cease to be the General Partner, effective at the time provided in Section 12.3. No such transfer shall be deemed a withdrawal pursuant to Article XIII.
Successor General Partner. Any Person who is admitted to the Partnership as substitute General Partner pursuant to this Agreement. A Successor General Partner, upon its admission as such, shall succeed to the rights, privileges and liabilities of its predecessor in interest as General Partner, in accordance with the provisions of the Act. Tax Matters Partner: The General Partner or such other Partner who becomes Tax Matters Partner pursuant to the terms of this Agreement.
Successor General Partner. 51 13.5 Admission of Additional or Successor General Partner ................................ 51 13.6
Successor General Partner. (a) Upon the occurrence of any Withdrawal, the remaining General Partners may designate a Person to become a successor General Partner to the Withdrawing General Partner. Any Person so designated, subject to any Requisite Approvals, the Consent of the Investment Limited Partner and, if required by the Act or any other applicable law, the consent of any other Partner so required, shall become a successor General Partner upon his written agreement to be bound by the Project Documents and by the provisions of this Agreement.
(b) If any Withdrawal shall occur at a time when there is no remaining General Partner and the Partners do not unanimously elect to continue the business of the Partnership in accordance with the provisions of clause (ii) of Section 7.2(a) above, then the Investment Limited Partner shall have the right, subject to any Requisite Approvals, to designate a Person to become a successor General Partner upon his written agreement to be bound by the Project Documents and by the provisions of this Agreement.
(c) If the Investment Limited Partner elects to reconstitute the Partnership and admit a successor General Partner pursuant to this Section 7.3, the relationship of the Partners in the reconstituted Partnership shall be governed by this Agreement.
Successor General Partner. Except as provided in the last sentence of this section, a successor to all of a General Partner’s General Partner Interest who is proposed to be admitted to the Partnership as a Successor General Partner shall be admitted as the General Partner, effective upon the Transfer. Any such transferee shall carry on the business of the Partnership without dissolution. In addition, the following conditions must be satisfied:
(A) The Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner;
(B) An amendment to this Agreement evidencing the admission of such Person as a General Partner shall have been executed by all General Partners and an amendment to the Certificate shall have been filed for recordation as required by the Act; and
(C) Any consent required under Section 10.1(A) hereof shall have been obtained. Notwithstanding anything in this Agreement to the contrary, any successor to a General Partner by merger, consolidation, share exchange or other similar transaction shall, without further act, be the General Partner hereunder, and such merger, consolidation share exchange or other similar transaction shall not constitute an assignment for purposes of this Agreement, and the Partnership shall continue without dissolution.
Successor General Partner. A. Upon the occurrence of any Terminating Event referred to in Section 10.2, the remaining General Partners may (but are not required to) designate a Person to become a successor General Partner to General Partner as to whom such event shall have occurred. Any Person so designated, subject to the Consent of Special Limited Partner, which Consent may be withheld or granted in Special Limited Partner's sole and absolute discretion (and, if required by the Act or any other applicable law, the consent of any other Partner so required), shall become a successor General Partner upon such Person's written agreement to be bound by the Project Documents and by the provisions of this Agreement.
B. If any Terminating Event referred to in Section 10.2 shall occur at a time when there is no remaining General Partner and no successor becomes a successor General Partner pursuant to the preceding provisions of this Section 10.3, then Special Limited Partner shall have the right to either become a successor General Partner or to designate a Person to become a successor General Partner upon such Person's written agreement to be bound by the Project Documents and by the provisions of this Agreement.
C. If Special Limited Partner elects to reconstitute the Partnership pursuant to this Section 10.3 and admit a successor General Partner pursuant to this Section 10.3, the relationship of the parties in the reconstituted Partnership shall be governed by this Agreement as the same may be amended by the then Partners in the Partnership.
Successor General Partner any Person admitted to the Partnership as a successor general partner pursuant to Section 10.2 or Section 13.2. Tax Exempt Limited Partner – any Limited Partner which is exempt from federal income taxation, including a Limited Partner which is exempt under § 501 of the Code. Tax Matters Partner – as defined in Section 7.5. Treasury Regulations – the Income Tax Regulations promulgated under the Code, as the same may be hereafter amended from time to time or any successor or successors to such regulations. UBTI – items of gross income taken into account for purposes of calculating unrelated business taxable income as defined in §§ 512 and 514 of the Code. Unit – A measure of ownership that represents an investment in the principal amount of $1,000 and entitles its holder to such rights as are more particularly described within this Agreement. U.S. Dollars and $ – lawful money of the United States of America. Voting Interests – for the purpose of any vote or consent right hereunder, the respective interest of each Limited Partner as determined by reference to the aggregate amount of such Limited Partner’s Units held divided by the aggregate of all outstanding Units held by Limited Partners who are entitled to vote.
Successor General Partner. A Person shall be admitted a successor General Partner only if the following terms and conditions are satisfied:
(a) the admission of such Person shall have been Consented to by any Remaining General Partner which consent shall not be unreasonably be withheld,
(b) the Person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner;
(c) a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation in accordance with the Partnership Act;
(d) if the successor General Partner is a corporation, it shall have provided counsel for the Partnership with a certified copy of a resolution of its Board of Directors authorizing it to become a General Partner; and
(e) none of the actions taken in connection with such transfer or admission will have a material adverse tax effect upon the Partnership.
