Transfers by the General Partner. A. The General Partner may Transfer all or any part of its Partnership Interest or withdraw as General Partner, in its sole discretion and without the consent of any Limited Partners or the Special General Partner; provided that the General Partner may withdraw as general partner only in connection with a Transfer of its Partnership Interest and immediately following the admission of a successor General Partner, as general partner, in accordance with this Article IX.
B. If 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 income, gain, loss, deduction and credit that were otherwise attributable to its Partnership Interest.
Transfers by the General Partner. (a) The General Partner may not transfer any of its General Partner Interest or withdraw as General Partner, or transfer any of its Limited Partner Interest, except as provided in Sections 11.2(b), 11.2(c) and 11.2(d).
(b) Except as set forth in Section 11.2(d) or contemplated by the Side Letter, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its General Partner Interests in the Partnership (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) unless approved by the Partnership Board. In addition, the General Partner xxxxxx agrees, upon written instruction at any time by the Partnership Board to the following effect, to immediately (or at the time specified by such instruction) withdraw from the Partnership and transfer its General Partner Interest to any Person specified by the Partnership Board. Upon any transfer of the General Partner’s Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a successor General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer by the General Partner otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest; provided, such transfer shall not relieve the transferor General Partner of its obligations under this Agreement without the prior written consent of the Partnership Board. In the event that the General Partner withdraws from the Partnership, in violation of this Agreement, the Side Letter or otherwise, the remaining Partners hereby agree to continue the business of the Partnership through the selection of a successor General Partner in accordance with the Act and this Agreement. Pursuant to Section 7.13 of this Agreement, the Partners delegated and vested their authority to select a successor General Partner exclusively in the Partnership Board.
(c) In ...
Transfers by the General Partner. The General Partner shall not -------------------------------- Transfer its interest in the Partnership in violation of applicable law or without the prior written consent of all the Limited Partners; provided, -------- however, that the General Partner shall not be required to obtain such consent ------- for a Transfer which consists solely of an assignment of all or a portion of the General Partner's interest in the allocations and distributions of the Partnership.
Transfers by the General Partner. The General Partner may not sell, assign or transfer, or subject to security interest, lien or charge, all or any portion of its Units. The General Partner agrees not to voluntarily withdraw or resign as the general partner of the Partnership.
Transfers by the General Partner. The General Partner will not (a) consolidate with or merge into any other Person or (b) sell, assign, lease or otherwise transfer (whether in one transaction or in a series of transactions) any of its assets (whether now owned or hereafter acquired and including, without limitation, its interests in the Borrower) to any Person, other than (i) as permitted by the Loan Documents unless the Lender gives its prior written consent thereto, or (ii) in transactions involving only a Person that is wholly owned, directly or indirectly, by Host and that is and will remain a Subsidiary of Host.
Transfers by the General Partner. The General Partner may not Transfer all or any part of its interest in the Partnership, provided that the General Partner may Transfer its interest in the Partnership to a Person directly or indirectly controlled by the General Partner or by the Principals in which the General Partner or the Principals, as the case may be, retain a significant economic interest. If the General Partner Transfers its entire interest in the Partnership pursuant to this Section 10.1, the transferee shall automatically be admitted to the Partnership as a replacement general partner immediately prior to such Transfer upon execution of a counterpart of this Agreement, and such transferee shall continue the business of the Partnership without dissolution of the Partnership.
Transfers by the General Partner. The General Partner shall not -------------------------------- its interest in the Partnership in violation of applicable law or without the prior written consent of all the Limited Partners; provided, however, -------- ------- that the General Partner shall not be required to obtain such consent for a Transfer which consists solely of an assignment of all or a portion of the General Partner's interest in the allocations and distributions of the Partnership.
Transfers by the General Partner. A. The General Partner may Transfer all or any part of its Partnership 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 Partnership Interest and immediately following the admission of a successor General Partner, as general partner, in accordance with this Article IX.
B. In the event the General Partner withdraws as general partner in accordance with clause A. above, its general partner 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.
Transfers by the General Partner. The General Partner may not Transfer all or any part of its Partnership Interest without the consent of the Limited Partners holding at least a majority of the aggregate Common Units then-outstanding.
Transfers by the General Partner. The General Partner may Transfer its Interest only upon the Approval of the Partners.
