Withdrawal of a General Partner. (a) A General Partner may withdraw from the Partnership or sell, transfer or assign his or its Interest as General Partner only with the prior Consent of BCTC 94, Inc., and of the Lender, if required, and only after being given written approval by the necessary parties as provided in Section 6.02, and by the Lender, if required, of the General Partner(s) to be substituted for him or it or to receive all or part of his or its Interest as General Partner.
(b) In the event that a General Partner withdraws from the Partnership or sells, transfers or assigns his or its entire Interest pursuant to Section 6.01(a), he or it shall be and shall remain liable for all obligations and liabilities incurred by him or it as General Partner, or arising out of any events occurring before such withdrawal, sale, transfer or assignment shall have become effective, but shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal, sale, transfer or assignment shall have become effective.
Withdrawal of a General Partner. A General Partner may withdraw from the Partnership or sell, transfer or assign his or its Interest as General Partner only with the prior Consent of BCTC 94, Inc., and of the Lender, if required, and only after being given written approval by the necessary parties as provided in Section 6.02, and by the Lender, if required, of the General Partner(s) to be substituted for him or it or to receive all or part of his or its Interest as General Partner.
Withdrawal of a General Partner. Except with the written approval of the other General Partners (if any) and a Limited Partner Supermajority, no General Partner shall have the right to withdraw from the Partnership until a successor General Partner has been appointed.
Withdrawal of a General Partner. (a) The General Partner may make partial withdrawals from its Capital Account at any time without the consent of, or notice to, the Limited Partners.
(b) The General Partner may withdraw as general partner of the Fund in accordance with the procedure set forth in this Section 6.2(b). The General Partner shall have the right, by written notice to the Limited Partners but without any action by the Limited Partners, to substitute for itself a new general partner if such new general partner is affiliated with, controls, is controlled by or is under common control with the General Partner. If no substitution is to occur, the General Partner will:
(i) deliver written notice to the Limited Partners setting forth the intention of the General Partner to withdraw as of the end of a fiscal quarter at least 90 days prior to the date of withdrawal ("Effective Withdrawal Date"); and
(ii) accept the distribution of its Capital Account as provided in Section 6.3.
(c) Upon the General Partner's giving of a withdrawal notice to the Limited Partners in accordance with Section 6.2(b)(i), the Limited Partners shall have the right to elect a successor General Partner and to continue the business of the Fund, in such reconstituted form as is necessary. The Limited Partners shall give written notice of such an election to the withdrawing General Partner at the office of the Fund not later than 60 days after the General Partner's giving of its withdrawal notice. Provided that written notices of such election shall have been given within such 60-day period by Limited Partners who held more than 50% of the Fund Percentages as of the date of the General Partner's withdrawal notice, the Limited Partners' election to continue the Fund shall become effective upon the election of a successor General Partner by Limited Partners having more than 50% of the Fund Percentages as of the date of the General Partner's withdrawal notice, provided that such election of a successor General Partner shall have occurred not later than the Effective Withdrawal Date. The successor General Partner so elected may be identified in the written notices given by the Limited Partners to elect to continue the Fund and/or in separate written notices delivered, not later than the Effective Withdrawal Date, to the withdrawing General Partner at the office of the Fund.
(d) Immediately upon the election of a successor General Partner under Section 6.2(c), the successor General Partner shall prepare, execute, and fil...
Withdrawal of a General Partner. A. Upon the occurrence of any event described in Section 10-402, Title 10 of the Corporations and Associations Article of the Annotated Code of Maryland involving all General Partners (if there then be more than one) or the sole General Partner (if there then be only one), the Partnership shall be dissolved unless it is continued pursuant to Section 4.3.B hereof. In the event that the Partnership is continued pursuant to Section 4.3.B, the General Partner who has suffered an event described in Section 10-402, Title 10 of the Corporations and Associations Article, or its successor in interest, shall have its interest converted to that of a Limited Partner.
B. If an event described in Section 4.3.A occurs, the remaining Partners may elect by unanimous consent to continue the business of the Partnership in accordance with the provisions of this Agreement. If the remaining Partners do not so elect, the Partnership shall be dissolved and liquidated pursuant to Section 6.3.
Withdrawal of a General Partner. (a) A General Partner may withdraw from the Partnership or sell, transfer or assign his or its Interest as General Partner only with the prior Consent of BCTC 94, Inc., and of the Lender, if required, and only after being given written approval by the necessary parties as provided in Section 6.02, and by the Lender, if required, of the General Partner(s) to be substituted for him or it or to receive all or part of his or its Interest as General Partner.
(b) In the event that a General Partner withdraws from the Partnership or sells, transfers or assigns his or its entire Interest pursuant to Section 6.01(a), he or it shall be and shall remain liable for all obligations and liabilities incurred by him or it as General Partner, or arising out of any events occurring before such withdrawal, sale, transfer or assignment shall have become effective, but shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal, sale, transfer or assignment shall have become effective, including without limitation, liability for new advances in Operating Deficit Loans, Subordinated Loans, Reserve Fund Replacements, payments under Section 5.05, Asset Management Fees and Contributions for Development Fees. In the event that the General Partner withdraws from the Partnership or sells, transfers or assigns its entire interest pursuant to Section 6.01(a), the Guarantor shall remain liable for all obligations and liabilities so long as, and to the extent of the General Partner, and shall be free of any obligation or liability similarly as the General Partner, hereunder. In the event that the General Partner withdraws from the Partnership or sells, transfers or assigns its entire Interest pursuant to Section 6.01(a), such withdrawal shall not serve to release the Guarantor from any obligations to the Operating Partnership or the Investment Partnership or the General Partner, unless provisions satisfactory to the Special Limited Partner in its sole discretion, have been made for substantial payment of any such obligations.
(c) Notwithstanding anything to the contrary contained in this Agreement, in the event that the General Partner withdraws from the Partnership or sells, transfers or assigns its entire Interests pursuant to Section 6, then it shall at all times be the sole and absolute obligation of the General Partner to successfully appoint a substitute General Partner to the Partnership prior to the...
Withdrawal of a General Partner. The Fund shall terminate and dissolve upon the withdrawal, insolvency, legal incapacity, death, or removal of the General Partner and any additional general partner appointed by the General Partner pursuant to Section 12 (unless the Limited Partners shall elect a successor general partner pursuant to Section 17(c)). The General Partner shall not withdraw from the Fund unless it shall have given the Limited Partners at least 60 days' prior written notice of its intention to withdraw.
Withdrawal of a General Partner. Subject to any first mortgage, upon 30 days notice to the Partners, the General Partner may withdraw as a General Partner at any time, provided that such General Partner delivers to the Partnership an opinion of competent counsel to the effect that such withdrawal will not adversely affect the classification of the Partnership as a partnership for Federal income tax purposes.
Withdrawal of a General Partner. (i) For purposes of this Section 4.6(b), "withdrawal of a General Partner" shall include the occurrence of any of the following:
(A) any event that causes a general partner to cease to be a general partner;
(B) the bankruptcy, insolvency, or appointment of a trustee to manage the affairs of a general partner or Leo X. Xxxxxxx, Xx.;
Withdrawal of a General Partner. 11.1 Assignment or Withdrawal by a General Partner. A General Partner may not Transfer its interest as a General Partner, in whole or in part, or withdraw from the Partnership, except as permitted by this Article 11.
