Common use of TRANSFERABILITY OF A GENERAL PARTNER'S INTEREST Clause in Contracts

TRANSFERABILITY OF A GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of a General Partner; Transfer of Interests A. A General Partner may be removed in the manner specified in Section 5.3A herein. B. No General Partner may voluntarily withdraw or retire from its position as a General Partner of the Partnership unless another General Partner (including any Additional or Successor General Partner admitted pursuant to Section 6.2) remains, and unless (i) counsel for the Partnership is of the opinion that such voluntary retirement or withdrawal from the Partnership will not cause the Partnership: (a) to be dissolved under the Act; (b) to be classified other than as a partnership for federal income tax purposes; or (c) to terminate for federal income tax purposes; and (ii) the approval of the remaining General Partner(s) and the Consent of the Unitholders to such voluntary retirement or withdrawal is obtained. C. A General Partner who voluntarily retires or withdraws from the Partnership in violation of this Section 6.1 shall be and remain liable to the Partnership and the Partners for damages resulting from the General Partner's breach of this Agreement, and, without limitation of remedies, the Partnership may offset such damages against the amounts otherwise distributable to the retiring or withdrawing General Partner. D. No General Partner shall have the right to sell, exchange, or otherwise dispose of all or any portion of its Interest unless the proposed assignee or transferee of all or a portion of the Interest of such General Partner is admitted as a Successor or Additional General Partner to the Partnership pursuant to the provisions of Section 6.2 prior to any such sale, exchange or other disposition. E. The voluntary retirement or withdrawal of a General Partner shall become effective only upon (i) receipt by the Partnership of the opinions of counsel referred to in Section 6.1(B)(i); (ii) receipt by the Partnership of the approval and consent referred to in Section 6.1B(ii); and (iii) the amendment of the Partnership's Certificate to reflect such withdrawal or retirement and its filing for recordation. Section 6.2 Election and Admission of Successor or Additional General Partners A. By the Majority Vote of the Unitholders, a Successor General Partner may be elected to replace a General Partner removed in the manner described in Section 5.3A herein. B. Except as otherwise expressly provided herein, no Person shall be admitted as a Successor or Additional General Partner unless (i) counsel for the Partnership is of the opinion that the admission of such Successor or Additional General Partner will not cause the Partnership to be classified other than as a partnership for federal income tax purposes or cause the Partnership to terminate for federal income tax purposes; (ii) the consent of the then existing General Partner(s) is obtained; and (iii) the Consent of the Unitholders to such admission has been obtained. C. The admission of such Successor or Additional General Partner shall become effective upon (i) receipt by the Partnership of the opinion referred to in Section 6.2B(i); (ii) receipt by the Partnership of the consents referred to in Section 6.2B(ii) and (iii), if applicable; and (iii) the amendment of the Certificate to reflect the admission of the Successor or Additional General Partner and its filing for recordation.

TRANSFERABILITY OF A GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of a General Partner; Transfer of Interests Interests A. A General Partner may be removed in the manner specified in Section 5.3A herein. . B. No General Partner may voluntarily withdraw or retire from its position as a General Partner of the Partnership unless another General Partner (including any Additional or Successor General Partner admitted pursuant to Section 6.2) remains, and unless (i) counsel for the Partnership is of the opinion that such voluntary retirement or withdrawal from the Partnership will not cause the Partnership: (a) to be dissolved under the Act; (b) to be classified other than as a partnership for federal income tax purposes; or (c) to terminate for federal income tax purposes; and (ii) the approval of the remaining General Partner(s) Partners, if any, and the Consent Majority Vote of the Unitholders Investors to such voluntary retirement or withdrawal is obtained. . C. A If a General Partner who voluntarily retires or withdraws from the Partnership in violation of this Section 6.1 6.1, it shall be and remain liable to the Partnership and the Partners for damages resulting from the General Partner's its breach of this Agreement, and, without limitation of remedies, the Partnership may offset such damages against the amounts otherwise distributable to the retiring or withdrawing such General Partner. . D. No General Partner shall have the right to sell, exchange, or otherwise dispose of all or any portion of of-its Interest unless the proposed assignee or transferee of all or a portion of the Interest of such General Partner is admitted as a Successor or Additional General Partner to the Partnership pursuant to the provisions of Section 6.2 prior to any such sale, exchange or other disposition. E. The voluntary retirement or withdrawal of a General Partner shall become effective only upon (i) receipt by the Partnership of the opinions of counsel referred to in Section 6.1(B)(i); (ii) receipt by the Partnership of the approval and consent referred to in Section 6.1B(ii); and (iii) the amendment of the Partnership's Certificate to reflect such withdrawal or retirement and its filing for recordation. Section 6.2 Election and Admission of Successor or Additional General Partners A. By the Majority Vote of the Unitholders, a Successor General Partner may be elected to replace a General Partner removed in the manner described in Section 5.3A herein. B. Except as otherwise expressly provided herein, no Person shall be admitted as a Successor or Additional General Partner unless (i) counsel for the Partnership is of the opinion that the admission of such Successor or Additional General Partner will not cause the Partnership to be classified other than as a partnership for federal income tax purposes or cause the Partnership to terminate for federal income tax purposes; (ii) the consent of the then existing General Partner(s) is obtained; and (iii) the Consent of the Unitholders to such admission has been obtained. C. The admission of such Successor or Additional General Partner shall become effective upon (i) receipt by the Partnership of the opinion referred to in Section 6.2B(i); (ii) receipt by the Partnership of the consents referred to in Section 6.2B(ii) and (iii), if applicable; and (iii) the amendment of the Certificate to reflect the admission of the Successor or Additional General Partner and its filing for recordation.

TRANSFERABILITY OF A GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of a General Partner; Transfer of Interests A. A General Partner may be removed in the manner specified in Section 5.3A herein. B. No General Partner may voluntarily withdraw or retire from his or its position as a General Partner of the Partnership unless another General Partner (including any Additional or Successor General Partner admitted pursuant to Section 6.2) remains, and unless (i) counsel for the Partnership is of the opinion that such voluntary retirement or withdrawal from the Partnership will not cause the Partnership: (a) to be dissolved under the Act; (b) to be classified other than as a partnership for federal income tax purposes; or (c) to terminate for federal income tax purposes; and (ii) the approval of the remaining General Partner(s) and the Consent of the Unitholders Class A Limited Partners to such voluntary retirement or withdrawal is obtained. C. A General Partner who voluntarily retires or withdraws from the Partnership in violation of this Section 6.1 shall be and remain liable to the Partnership and the Partners for damages resulting from the General Partner's breach of this Agreement, and, without limitation of remedies, the Partnership may offset such damages against the amounts otherwise distributable to the retiring or withdrawing General Partner. D. No General Partner shall have the right to sell, exchange, or otherwise dispose of all or any portion of its Interest unless the proposed assignee or transferee of all or a portion of the Interest of such General Partner is admitted as a Successor or Additional General Partner to the Partnership pursuant to the provisions of Section 6.2 prior to any such sale, exchange or other disposition. E. The voluntary retirement or withdrawal of a General Partner shall become effective only upon -upon (i) receipt by the Partnership of the opinions of counsel referred to in Section 6.1(B)(i6. 1B(i); (ii) receipt by the Partnership of the approval and consent referred to in Section 6.1B(ii); and (iii) the amendment of the Partnership's Certificate certificate of limited partnership to reflect such withdrawal or retirement and its filing for recordation. Section 6.2 Election and Admission of Successor or -or Additional General Partners A. By the Majority Vote vote of the UnitholdersClass A Limited Partners holding a majority of the Class A Limited Partner Percentages, a Successor General Partner may be elected to replace a General Partner removed in the manner described in Section 5.3A herein; provided, however, that prior to such action the Partnership shall have received an opinion of counsel for the Partnership that such admission will not cause the Partnership, to be classified other than as a partnership for federal income tax purposes, or cause the Partnership to terminate for federal income tax purposes. B. Except as otherwise expressly provided herein, no Person shall be admitted as a Successor or Additional General Partner unless (i) counsel for the Partnership is of the opinion that the admission of such Successor or Additional General Partner will not cause the Partnership to be classified other than as a partnership for federal income tax purposes or cause the Partnership to terminate for federal income tax purposes; (ii) the consent of the then existing General Partner(s) is obtained; and (iii) the Consent of the Unitholders Class A Limited Partners to such admission has been obtained. C. The admission of such Successor or Additional General Partner shall become effective upon (i) receipt by the Partnership of the opinion opinions referred to in Section Sections 6.2A or 6.2B(i), as applicable; (ii) receipt by the Partnership of the consents referred to in Section 6.2B(ii) and (iii), if applicable; and (iii) the amendment of the Certificate Partnership's certificate of limited partnership to reflect the admission of the Successor or Additional General Partner and its filing for recordation.