Transfer of the General Partner Interest. A. The General Partner may Transfer all or any part of its General Partner Interest or withdraw as General Partner, in its sole discretion and without the consent of any Limited Partners; provided that the General Partner may withdraw as general partner only in connection with a Transfer of its General Partner Interest and immediately following the admission of a successor General Partner, as general partner, in accordance with Article 13 hereof. B. In the event the General Partner withdraws as general partner in accordance with clause A. above, its Partnership Interest shall immediately be converted into a Limited Partner Interest and the General Partner shall be entitled to receive distributions from the Partnership and the share of Net Income, Net Losses, any other items, gain, loss, deduction and credit that were otherwise attributable to its General Partner Interest.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Carlyle Real Estate LTD Partnership Xiii), Limited Partnership Agreement (Metropolis Realty Trust Inc), Limited Partnership Agreement (JMB Manhattan Associates LTD)
Transfer of the General Partner Interest. A. The General Partner may Transfer all or any part of its General Partner Interest or withdraw as General Partner, in its sole discretion and without the consent of any Metropolis or the Limited PartnersPartner; provided that the General Partner may withdraw as general partner only in connection with a Transfer of its General Partner Interest and immediately following the admission of a successor General Partner, as general partner, in accordance with Article 13 hereof.
B. In the event If the General Partner withdraws as general partner in accordance with clause A. 12.3A above, its Partnership General Partner Interest shall immediately be converted into a Limited Partner Interest and the successor General Partner shall be entitled to receive distributions from the Partnership and the share of Net Income, Net Losses, any other items, gain, loss, deduction and credit that were otherwise are attributable to its the General Partner Interest.
Appears in 1 contract
Samples: Partnership Agreement (Metropolis Realty Trust Inc)