TRANSFERABILITY OF THE GENERAL PARTNER'S INTEREST Sample Clauses

TRANSFERABILITY OF THE GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of the General Partner; Transfer of Interests
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TRANSFERABILITY OF THE GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of the General Partner; Transfer of Interests A. The General Partner may be removed in the manner specified in Section 5.3A herein. B. The General Partner may not 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 Partners, if any, and the Majority Vote of the Investors to such voluntary retirement or withdrawal is obtained. C. If the General Partner voluntarily retires or withdraws from the Partnership in violation of this Section 6.1, the General Partner 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 General Partner. D. The General Partner shall not 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 the 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 the 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 recordation of an amendment of the Partnership's Certificate to reflect such withdrawal or retirement.
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TRANSFERABILITY OF THE GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of the General Partner; Transfer of Interests A. The General Partner may be removed in the manner specified in Section 5.3A herein. B. The General Partner may not 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 Partners, if any, and the Majority Vote of the Investors to such voluntary retirement or withdrawal is obtained. C. If the General Partner voluntarily retires or withdraws from the Partnership in violation of this Section 6.1, it 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 General Partner.
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TRANSFERABILITY OF THE GENERAL PARTNER'S INTEREST. 6.1 Assignment of the General Partner's Interest. Without the prior Consent of more than fifty percent (50%) in Interest of the Limited Partners, the General Partner shall not after the date hereof enter into any agreement as a result of which any Person (other than Fund G.P., LMI, Corporate Fund G.P., a Person which is a partnership of which the General Partner, Fund G.P., Corporate Fund G.P., LMI or the general partner of the General Partner is the general partner, or which succeeds to the business, substantially as an entirety of the General Partner, Fund G.P., Corporate Fund G.P., LMI or the general partner of the General Partner or which is wholly-owned, directly or indirectly, by the General Partner, Fund G.P., Corporate Fund G.P., LMI or the general partner of the General Partner or which is another Affiliate of the General Partner, Fund or LMI) shall have all or any part of the general partnership interest in the Partnership. In connection with any assignment of all or any part of the General Partner's general partnership interest in the Partnership, an appropriate amendment to the Certificate shall be timely filed in accordance with the Act and the Partnership shall not be dissolved. The Limited Partners consent to the continuation of the business of the Partnership following any assignment of the General Partner's Interest to a person described in the parenthetical clause of the first sentence of this Section 6.1 and to the appointment of such Person as a substitute General Partner of the Partnership.
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Related to TRANSFERABILITY OF THE GENERAL PARTNER'S INTEREST

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Transfer of the General Partner’s Partnership Interest (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(c), (d) or (e).

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Restrictions on the General Partner’s Authority Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Other Matters Concerning the General Partner (a) The General Partner may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

  • Ownership of the General Partner Interest in the Partnership The General Partner is the sole general partner of the Partnership with a 2% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Partnership Agreement; and, to counsel’s knowledge, the General Partner owns its general partner interest free and clear of all Liens (except for restrictions on transferability contained in the Partnership Agreement, as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or under applicable securities laws).

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