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 Fund unless another General Partner (including any Additional or Successor General Partner admitted pursuant to Section 6.2) remains, and unless (i) counsel for the Fund is of the opinion that such voluntary retirement or withdrawal from the Fund win not cause the Fund: (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 Investors to such voluntary retirement or withdrawal is obtained. C. A General Partner who voluntarily retires or withdraws from the Fund in violation of this Section 6.1 shall be and remain liable to the Fund and the Partners for damages resulting from the General Partner's breach of this Agreement, and, without limitation of remedies, the Fund may offset such damages against the amounts otherwise distributable to the retiring or withdrawing General Partner.