Common use of Withdrawal, Bankruptcy, Etc Clause in Contracts

Withdrawal, Bankruptcy, Etc. of Managing General Partner. (a) Each General Partner agrees that it will not withdraw from the Partnership as a general partner. If a General Partner shall so withdraw from the Partnership in violation of this Agreement, such withdrawal shall be effective no earlier than the 90th day following notice of such withdrawal to all other Partners, and the Partnership may recover damages from such General Partner, including, without limitation, the reasonable cost of obtaining replacement of the services such General Partner shall have been obligated to perform. (b) A General Partner shall not cease to be a general partner in the Partnership on the occurrence of an event of the type described in section 4.02(a)(7)-(9) of the Act, but shall cease to be a general partner (and, in the case of the Managing General Partner, Managing General Partner) on the substantial completion of winding up of such General Partner's activities. A General Partner shall notify each other Partner that an event of the type described in section 4.02(a)(4)-(10) of the Act has occurred with respect to it on or before the fifth Business Day after such occurrence. (c) Following any notice that the Managing General Partner shall be withdrawing, or following the occurrence of an event of the type described in section 4.02(a)(4)-(lO) of the Act with respect to the Managing General Partner (without regard to the lapse of any time periods therein), a Required Interest by written consent may select a new Managing General Partner, which (if not already a General Partner) shall be admitted to the Partnership as a General Partner effective immediately prior to the existing Managing General Partner's ceasing to be a General Partner, with such Sharing Ratio as the Limited Partners making such selection may specify, but only if such new Managing General Partner shall have made such Capital Contribution as such Limited Partners may specify and shall have executed and delivered to the Partnership a document including such new Managing General Partner's notice address, acceptance of all the terms and provisions of this Agreement, and an agreement to perform and discharge timely all of its obligations and liabilities hereunder. Notwithstanding the foregoing provisions of this Section 10.01(c), no such new Managing General Partner shall be admitted (and the existing Managing General Partner shall continue as such) if the event that permitted the selection of a new Managing General Partner shall have been an event of the type described in section 4.02(a)(5) of the Act that with the passage of time would cause the existing Managing General Partner to become a Bankrupt Partner but, due to the failure of such situation to continue, such Managing General Partner does not become a Bankrupt Partner.

Withdrawal, Bankruptcy, Etc. of Managing General Partner. (a) Each The General Partner agrees that it will not withdraw from the Partnership as a the general partnerpartner within the meaning of Section 17-602(a) of the Act without the written consent of all other Partners. If a the General Partner shall so withdraw withdraws from the Partnership in violation of this Agreementcovenant, such the withdrawal shall be is effective no earlier than on the 90th day following notice of such the withdrawal to all other Limited Partners, and or such later date as the notice may specify. On a withdrawal in violation of this Section 10.01(a), the Partnership’s remedies shall be limited to the recovery of monetary damages arising from such violation, it being understood that neither the Partnership may recover damages from such General Partner, including, without limitation, the reasonable cost of obtaining replacement of the services such General nor any Limited Partner shall have been obligated the right, through specific performance or otherwise, to performprevent the General Partner from withdrawing in violation of this Agreement. (b) A The General Partner shall does not cease to be a the general partner in the Partnership on the occurrence of an event of the type described in section 4.02(a)(7)-(9Section 17-402(a)(7)-(11) of the Act, but shall cease ceases to be a the general partner (and, in the case of the Managing General Partner, Managing General Partner) on the substantial completion of winding up of such the General Partner's ’s activities. A The General Partner shall notify each other Limited Partner that an event of the type described in section 4.02(a)(4)-(10Section 17-402(a)(4), (5) or (7)-(11) of the Act has occurred with respect to it on or before the fifth Business Day after such that occurrence. (c) Following any notice that the Managing General Partner shall be is withdrawing, or following the occurrence of an event of the type described in section 4.02(a)(4)-(lOSection 17-402(a)(4)-(11) of the Act with respect to the Managing General Partner (without regard to the lapse of any time periods thereinperiods), a Required Interest by written consent may select a new Managing General Partner, which (if not already a General Partner) . The Person selected shall be admitted to the Partnership as a the General Partner effective immediately prior to the existing Managing General Partner's ’s ceasing to be the General Partner with a General Partner, with such Sharing Ratio as that the Limited Partners making such the selection may specify, but only if such the new Managing General Partner shall have has made such a Capital Contribution as such in an amount the Limited Partners may making the selection specify and shall have has executed and delivered to the Partnership a document including such the new Managing General Partner's ’s notice address, acceptance of all the terms address and provisions of its agreement to be bound by this Agreement, and an agreement to perform and discharge timely all of its obligations and liabilities hereunder. Notwithstanding the foregoing provisions of this Section 10.01(c), no such for the right to select a new Managing General Partner to exist or be exercised, the Partnership must receive (unless all the Limited Partners agree otherwise) a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the Limited Partners making the selection to the effect that the selection and admission (if any) will not result in (i) the loss of limited liability of any Limited Partner or (ii) the Partnership’s being treated as an association taxable as a corporation for federal income tax purposes. Notwithstanding the foregoing provisions of this Section 10.01(c), the selection of a new General Partner shall be admitted rescinded (and the existing Managing General Partner shall continue as such) if the event that permitted the selection of a new Managing General Partner shall have been is an event of the type described in section 4.02(a)(5Section 17-402(a)(5) of the Act that with the passage of time would cause the existing Managing General Partner to become a Bankrupt Partner but, due to but that situation does not continue and the failure of such situation to continue, such Managing existing General Partner does not become a Bankrupt Partner.

Withdrawal, Bankruptcy, Etc. of Managing General Partner. (a) Each The General Partner does not have the right to withdraw from the Partnership as the general partner. The General Partner agrees that it will not voluntarily withdraw from the Partnership as a general partnerpartner within the meaning of Section 6.02(a) of the Act without the written consent of all other Partners. If a the General Partner shall so withdraw withdraws from the Partnership in violation of this Agreementcovenant, such the withdrawal shall be is effective no earlier than on the 90th day following notice of such the withdrawal to all other of the Limited Partners, and or such later date as the notice may specify. On a withdrawal in violation of this Section 10.01(a), the Partnership’s remedies shall be limited to the recovery of monetary damages arising from such violation, it being understood that neither the Partnership may recover damages from such General Partner, including, without limitation, the reasonable cost of obtaining replacement of the services such General nor any Limited Partner shall have been obligated the right, through specific performance or otherwise, to performprevent the General Partner from withdrawing in violation of this Agreement. (b) A The General Partner shall does not cease to be a the general partner in the Partnership on the occurrence of an event of the type described in section 4.02(a)(7)-(9Section 4.02(a)(7)-(10) of the Act, but shall cease ceases to be a the general partner (and, in the case of the Managing General Partner, Managing General Partner) on the substantial completion of winding up of such the General Partner's ’s activities. A The General Partner shall notify each other Limited Partner that an event of the type described in section 4.02(a)(4)-(10Section 4.02(a)(4), (5), or (7)-(10) of the Act has occurred with respect to it on or before the fifth Business Day after such that occurrence. (c) Following any notice that the Managing General Partner shall be is withdrawing, or following the occurrence of an event of the type described in section 4.02(a)(4)-(lOSection 4.02(a)(4)-(10) of the Act with respect to the Managing General Partner (without regard to the lapse of any time periods thereinperiods), a Required Interest by written consent may select a new Managing General Partner, which (if not already a General Partner) . The Person selected shall be admitted to the Partnership as a the General Partner effective immediately prior to the existing Managing General Partner's ’s ceasing to be the General Partner with a General Partner, with such Sharing Ratio as that the Limited Partners making such the selection may specify, but only if such the new Managing General Partner shall have has made such a Capital Contribution as such in an amount the Limited Partners may making the selection specify and shall have has executed and delivered to the Partnership Partnership. a document including such the new Managing General Partner's partner’s notice address, acceptance of all the terms address and provisions of its agreement to be bound by this Agreement, and an agreement to perform and discharge timely all of its obligations and liabilities hereunder. Notwithstanding the foregoing provisions of this Section 10.01(c), no such for the right to select a new Managing General Partner to exist or be exercised, the Partnership must receive (unless all the Limited Partners agree otherwise) a favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the Limited Partners making the selection to the effect that the selection and admission (if any) will not result in (i) the loss of limited liability of any Limited Partner, or (ii) the Partnership’s being treated as an association taxable as a corporation for federal income tax purposes. Notwithstanding the foregoing provisions of this Section 10.01(c), the selection of a new General Partner shall be admitted rescinded (and the existing Managing General Partner shall continue as such) if the event that permitted the selection of a new Managing General Partner shall have been is an event of the type described in section Section 4.02(a)(5) of the Act that with the passage of time would cause the existing Managing General Partner to become a Bankrupt Partner but, due to but that situation does not continue and the failure of such situation to continue, such Managing existing General Partner does not become a Bankrupt Partner.

Withdrawal, Bankruptcy, Etc. of Managing General Partner. (a) Each The General Partner covenants and agrees that it will not withdraw from the Partnership as a the general partnerpartner within the meaning of Section 17-602 of the Act. If a the General Partner shall so withdraw from the Partnership in violation of this Agreementsuch covenant and agreement, such withdrawal shall be effective no earlier than the 90th day following only upon 90 days’ prior notice of such withdrawal to all other Partners, and the Partnership may recover damages from such General Partner, including, without limitation, the reasonable cost of obtaining replacement of the services such General Partner shall have been obligated to perform. (b) A The General Partner shall not cease to be a general partner in the Partnership on the occurrence of an event of the type described in section 4.02(a)(7)-(9Section 17-402(a)(4) through (10) of the Act, but shall cease to be a general partner (and, in the case of the Managing General Partner, Managing General Partner) on the substantial completion of winding up of such General Partner's activities90 days thereafter. A The General Partner shall notify each other Partner that an event of the type described in section 4.02(a)(4)-(10Section 17-402(a)(4) through (10) of the Act has occurred (without regard to the lapse of any time periods therein) with respect to it on or before the fifth within five Business Day Days after such occurrence. (c) Following any notice pursuant to Section 10.01(a) that the Managing General Partner shall be withdrawing, or following the occurrence of an event of the type described in section 4.02(a)(4)-(lOSection 17-402(a)(4) through (10) of the Act with respect to the Managing General Partner (without regard to the lapse of any time periods therein), and unless there shall be one other General Partner remaining, the greater of the Class A Limited Partner plus a Required Interest of the Class B Limited Partners or a majority in interest as defined in Internal Revenue Service Procedure 94-46 (or any successor thereof) by written consent may select a new Managing General Partner, which (if not already a General Partner) shall be admitted to the Partnership as a General Partner general partner effective immediately prior to the existing Managing General Partner's ’s ceasing to be a General Partner, general partner with such Sharing Ratio general partner interest as the Limited Partners making such selection may specify, but only if such new Managing General Partner shall have made such Capital Contribution as such Limited Partners may specify and shall have executed and delivered to the Partnership a document including such new Managing General Partner's ’s notice address, acceptance of all the terms and provisions of this Agreement, and an agreement to perform and discharge timely all of its obligations and liabilities hereunder, and a representation and warranty that the representation and warranties in Section 3.02 are true and correct with respect to such new General Partner. Notwithstanding the foregoing provisions of this Section 10.01(c), the right to select such new General Partner shall not exist or be exercised unless the Partnership shall have received the favorable opinion of the Partnership’s legal counsel or of other legal counsel acceptable to the Limited Partners making such selection to the effect that such selection and admission will not result in (i) the loss of limited liability of any Limited Partner (except to the extent a Limited Partner has consented to become the General Partner) or (ii) in the Partnership being treated as an association taxable as a corporation for federal income tax purposes. Notwithstanding the foregoing provisions of this Section 10.01(c), no such new Managing General Partner shall be admitted (and the existing Managing General Partner shall continue as such) if the event that permitted the selection of a new Managing General Partner shall have been an event of the type described in section 4.02(a)(5Section 17-402(a)(5) of the Act that with the passage of time would cause the existing Managing General Partner to become a Bankrupt Partner but, due to the failure of such situation to continue, such Managing General Partner does not become a Bankrupt Partner.