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

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.

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: Partnership (a) to be dissolved under the Act; , (b) to be classified other than as a partnership for federal income tax purposes; 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 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.