Withdrawal of General Partner. (a) The General Partner may not resign or withdraw from the Partnership without the consent of the Limited Partner (subject to the rights of transfer set forth elsewhere in this Agreement and it being understood that no transfer permitted by the terms of this Agreement shall be deemed to be a withdrawal for any purpose except as provided in Section 5.3(d)), other than upon the dissolution and winding up of the Partnership in accordance with the provisions of Article 11. If the General Partner so resigns or withdraws from the Partnership, the Partnership shall dissolve in accordance with the provisions of Article 11 unless, within ninety days after the withdrawal of the General Partner, the Limited Partner elects in writing to continue the business of the Partnership pursuant to the terms and provisions of this Agreement and consents to the admission of at least one General Partner (which may be effected by the Limited Partner converting a portion of its Partnership Interest to that of a General Partner). (b) For purposes of this Agreement, the term "withdrawal" does not include the happening of any event described in Section 17-402(a)(4) or (5) of the Act, and no Partner shall cease to be a Partner solely upon the happening of such event(s); provided, that upon the happening of any such event that results in the appointment of a trustee, receiver or liquidator of a Partner or of all or substantially all of a Partner's properties and the loss by such Partner of its management authority with respect to all or substantially all of its properties, then (x) if the Partner to which such event occurs (the "Affected Partner") is the General Partner, the Limited Partner shall have the right to convert all or a portion of its Partnership Interest to that of a General Partner, whereupon the General Partner's Partnership Interest will automatically be converted to that of a Limited Partner; (y) all representatives of the Affected Partner shall be deemed to have resigned from the Advisory Committee and such Partner shall have no further right to designate any representatives; and (z) no consent of the Affected Partner required under any provision of this Agreement shall any longer be required and the other Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business; provided, that clauses (y) and (z) will not apply if the Affected Partner is the General Partner and the Limited Partner does not elect pursuant to clause (x) to convert its Partnership Interest to that of a General Partner. (c) Without limiting any other rights or remedies that the Partnership or the Limited Partner may have at law or in equity, if the Partnership is continued pursuant to Section 5.3(a) following the withdrawal of the General Partner, the General Partner shall continue to be a Partner of the Partnership; provided, that its Partnership Interest shall be converted to that of a Limited Partner and, if the former General Partner withdrew without the consent of the Limited Partner, (1) its representatives to the Advisory Committee shall be deemed to have resigned and the former General Partner shall have no further right as Limited Partner to designate any representatives, and (2) no consent of the former General Partner required under any provision of this Agreement shall any longer be required and the new General Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business. Notwithstanding the foregoing, any change in the identity of the General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. The withdrawal of the General Partner shall not alter the allocations and distributions to be made to the Partners pursuant to this Agreement. (d) Notwithstanding Section 5.3(a), the General Partner may withdraw from the Partnership upon the transfer of all of its Partnership Interest to any Transferee or Successor that is admitted to the Partnership as a Partner and substituted for the General Partner in accordance with Section 8.2(b).
Appears in 2 contracts
Samples: Limited Partnership Agreement (Insight Communications Co Inc), Limited Partnership Agreement (Insight Capital Inc)
Withdrawal of General Partner. (a) The General Partner may not resign or withdraw from the Partnership without the consent of the Limited Partner (subject at any time after March 21, 2001 by giving 90 days prior written notice to the rights other Partners, If Limited Partners whose Capital Accounts constitute in excess of transfer set forth elsewhere 66 2/3% of all Capital Accounts consent in this Agreement and it being understood that no transfer permitted by writing executed within such 90-day period to the terms of this Agreement shall be deemed to be a withdrawal for any purpose except as provided in Section 5.3(d)), other than upon the dissolution and winding up continuation of the Partnership in accordance with the provisions of Article 11. If the and elect a new General Partner so resigns or withdraws from the PartnershipPartner, the Partnership shall dissolve in accordance with the provisions of Article 11 unless, within ninety days after the withdrawal of the General Partner, the Limited Partner elects in writing to continue the business of the Partnership pursuant to the terms and provisions of this Agreement and consents to the admission of at least one General Partner (which may be effected by the Limited Partner converting a portion of its Partnership Interest to that of a General Partner).
(b) For purposes of this Agreement, the term "withdrawal" does not include the happening of any event described in Section 17-402(a)(4) or (5) of the Act, and no Partner shall cease to be a Partner solely upon the happening of such event(s); provided, that upon the happening of any such event that results in the appointment of a trustee, receiver or liquidator of a Partner or of all or substantially all of a Partner's properties and the loss by such Partner of its management authority with respect to all or substantially all of its properties, then (x) if the Partner to which such event occurs (the "Affected Partner") is the General Partner, the Limited Partner shall have the right to convert all or a portion of its Partnership Interest to that of a General Partner, whereupon the General Partner's Partnership Interest will automatically be converted to that of a Limited Partner; (y) all representatives of the Affected Partner shall be deemed to have resigned from the Advisory Committee and such Partner shall have no further right to designate any representatives; and (z) no consent of the Affected Partner required under any provision of this Agreement shall any longer be required and the other Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business; provided, that clauses (y) and (z) will not apply if the Affected Partner is the General Partner and the Limited Partner does not elect pursuant to clause (x) to convert its Partnership Interest to that of a General Partner.
(c) Without limiting any other rights or remedies that the Partnership or the Limited Partner may have at law or in equity, if the Partnership is continued pursuant to Section 5.3(a) following the withdrawal of the General Partner, the General Partner terminate but shall continue to be a Partner of the Partnership; providedin existence as though no such withdrawal or filing had occurred, except that its Partnership Interest shall be converted to that of a Limited Partner and, if the former General Partner withdrew without the consent of the Limited Partner, (1) its representatives to the Advisory Committee shall be deemed to have resigned and the former General Partner shall have no further right as Limited Partner to designate any representatives, and (2) no consent of the former General Partner required under any provision of this Agreement shall any longer be required and the new General Partner shall be entitled substituted for the former General Partner. Any Limited Partner who does not consent to grant all such consents and take all actions relating continuation shall have the right to withdraw by giving notice within 90 days after having been notified of the continuation of the Partnership and its business. Notwithstanding the foregoing, any change shall be paid in the identity of the General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. The withdrawal of the General Partner shall not alter the allocations and distributions to be made to the Partners pursuant to this Agreementmanner set forth in Section 4.04.
(db) Notwithstanding Section 5.3(a)In the event that the Limited Partners shall have determined to continue the Partnership, the former General Partner may withdraw from (or its representative, successors or assigns) shall become a Limited Partner of the Partnership upon the transfer effective date of all such continuation to the extent of its Partnership Interest to any Transferee or Successor that is admitted to then interest in the Partnership as a General Partner. Thereafter, except as otherwise provided below, such former General Partner (or its representative) shall be treated as a Limited Partner for all purposes of this Agreement, shall be deemed to have fully vested in its interest as a Limited Partner for purposes of Section 3.01(c) hereof shall have all of the rights and substituted for obligations of a Limited Partner hereunder, including the right to receive allocations and distributions on the same basis as all other Limited Partners, and shall not be entitled to receive any further allocations or distributions to which the General Partner is entitled hereunder. Upon becoming a Limited Partner, such former General Partner's Capital Account and Capital Commitment shall initially be the same as they were on the effective date of such continuation. Once the General Partner ceases to be such for whatever reason and becomes a Limited Partner hereunder, such former General Partner will no longer be personally liable with respect to Partnership liabilities arising out of events and transactions occurring after its termination as General Partner (i.e., its Capital Account will be debited for its share, if any, as Limited Partner of the losses and expenses arising out of such liabilities but it will not be required to make additional contributions to the Partnership to satisfy such liabilities). However, a former General Partner will remain personally liable for all Partnership liabilities arising out of events and transactions occurring prior to such former General Partner's termination as General Partner (i.e., its Capital Account will be debited its share of losses and expenses arising out of such liabilities and it will be required to make additional contributions to the Partnership to the extent of a deficit in accordance with Section 8.2(bits Capital Account due to such liabilities arising out of events and transactions occurring prior to its termination).
Appears in 1 contract
Samples: Limited Partnership Agreement (Freedom Securiteis Corp /De/)
Withdrawal of General Partner. (a) The General Partner may not resign or withdraw from the Partnership without at any time. The Limited Partners shall not have the consent of the Limited Partner (subject right to the rights of transfer set forth elsewhere in this Agreement and it being understood that no transfer permitted by the terms of this Agreement shall be deemed to be remove, or force a withdrawal for any purpose except as provided in Section 5.3(d))of, other than upon the dissolution and winding up of the Partnership in accordance with the provisions of Article 11. If the General Partner so resigns at any time without the General Partner’s written consent. A withdrawal made by a General Partner pursuant to this Section 6.1 shall also be subject, in the remaining General Partner’s sole and absolute discretion, to the reserve described in Section 4.2. The termination, bankruptcy, insolvency, dissolution, or withdraws from withdrawal of a General Partner shall not dissolve the Partnership, the Partnership shall dissolve in accordance with the provisions of Article 11 unless, within ninety days after the withdrawal of the General Partner, the Limited Partner elects in writing to continue the business of the Partnership pursuant to the terms and provisions of this Agreement and consents to the admission of as long as at least one General Partner (which may remains and, subject to Section 7.1, if there is no remaining General Partner, then the Partnership shall be effected by the Limited Partner converting a portion of its Partnership Interest deemed to that have been automatically dissolved. The legal representatives of a General Partner shall succeed as assignee to the General Partner)’s interest in the Partnership upon the termination, bankruptcy, insolvency or dissolution of such General Partner.
(b) For purposes of this Agreement, In the term "withdrawal" does not include the happening of any event described in Section 17-402(a)(4) or (5) of the Acttermination, and no Partner shall cease to be a Partner solely upon the happening of such event(s); providedbankruptcy, that upon the happening of any such event that results in the appointment of a trustee, receiver insolvency or liquidator of a Partner or of all or substantially all of a Partner's properties and the loss by such Partner of its management authority with respect to all or substantially all of its properties, then (x) if the Partner to which such event occurs (the "Affected Partner") is the General Partner, the Limited Partner shall have the right to convert all or a portion of its Partnership Interest to that dissolution of a General Partner, whereupon the interest of such General Partner's Partnership Interest will automatically be converted to that of a Limited Partner; (y) all representatives Partner shall continue at the risk of the Affected Partnership business until the last day of the calendar quarter in which such event takes place, or the earlier termination of the Partnership. The Partnership shall pay such General Partner interest from the effective date of the withdrawal on the balance at the average (calculated weekly) per annum short-term (13-week) Treasury Bill rate, and such balance, together with all such interest earned thereon, shall be deemed paid (subject to have resigned from the Advisory Committee and such Partner shall have no further right to designate any representatives; and audit adjustments) within sixty (z60) no consent days after completion of the Affected Partner required under any provision audit of this Agreement shall any longer be required and the other Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business; provided, that clauses (y) and (z) will not apply if the Affected Partner is the General Partner and the Limited Partner does not elect Partnership’s books pursuant to clause (x) to convert its Partnership Interest to that of a General PartnerSection 8.1.
(c) Without limiting any other rights A General Partner who serves notice of withdrawal, or remedies that becomes bankrupt or insolvent or is terminated or dissolved, or a General Partner’s legal representatives, shall have no right to take part in the Partnership or the Limited Partner may have at law or in equity, if the Partnership is continued pursuant to Section 5.3(a) following the withdrawal management of the General Partner, the General Partner shall continue to be a Partner business of the Partnership; provided, that its Partnership Interest shall be converted to that of a Limited Partner andand the interest in the Partnership, if the former General Partner withdrew without the consent any, of the Limited Partner, (1) its representatives to the Advisory Committee shall be deemed to have resigned and the former General Partner shall have no further right as Limited Partner to designate any representatives, and (2) no consent of the former General Partner required under any provision of this Agreement shall any longer be required and the new General Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business. Notwithstanding the foregoing, any change in the identity of the General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. The withdrawal of the General Partner shall not alter be included in calculating the allocations and distributions to be made to interests of the Partners pursuant or General Partner, respectively, required to take action under any provisions of this Agreement.
(d) Notwithstanding Section 5.3(a), the General Partner may withdraw from the Partnership upon the transfer of all of its Partnership Interest to any Transferee or Successor that is admitted to the Partnership as a Partner and substituted for the General Partner in accordance with Section 8.2(b).
Appears in 1 contract
Samples: Limited Partnership Agreement
Withdrawal of General Partner. (a) The General Partner may not resign or withdraw from the Partnership without the consent of the Limited Partner (subject at any time after February 28, 2000 by giving 90 days prior written notice to the rights other Partners. If Limited Partners whose Capital Accounts constitute in excess of transfer set forth elsewhere 66 2/3% of all Capital Accounts consent in this Agreement and it being understood that no transfer permitted by writing executed within such 90-day period to the terms of this Agreement shall be deemed to be a withdrawal for any purpose except as provided in Section 5.3(d)), other than upon the dissolution and winding up continuation of the Partnership in accordance with the provisions of Article 11. If the and elect a new General Partner so resigns or withdraws from the PartnershipPartner, the Partnership shall dissolve in accordance with the provisions of Article 11 unless, within ninety days after the withdrawal of the General Partner, the Limited Partner elects in writing to continue the business of the Partnership pursuant to the terms and provisions of this Agreement and consents to the admission of at least one General Partner (which may be effected by the Limited Partner converting a portion of its Partnership Interest to that of a General Partner).
(b) For purposes of this Agreement, the term "withdrawal" does not include the happening of any event described in Section 17-402(a)(4) or (5) of the Act, and no Partner shall cease to be a Partner solely upon the happening of such event(s); provided, that upon the happening of any such event that results in the appointment of a trustee, receiver or liquidator of a Partner or of all or substantially all of a Partner's properties and the loss by such Partner of its management authority with respect to all or substantially all of its properties, then (x) if the Partner to which such event occurs (the "Affected Partner") is the General Partner, the Limited Partner shall have the right to convert all or a portion of its Partnership Interest to that of a General Partner, whereupon the General Partner's Partnership Interest will automatically be converted to that of a Limited Partner; (y) all representatives of the Affected Partner shall be deemed to have resigned from the Advisory Committee and such Partner shall have no further right to designate any representatives; and (z) no consent of the Affected Partner required under any provision of this Agreement shall any longer be required and the other Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business; provided, that clauses (y) and (z) will not apply if the Affected Partner is the General Partner and the Limited Partner does not elect pursuant to clause (x) to convert its Partnership Interest to that of a General Partner.
(c) Without limiting any other rights or remedies that the Partnership or the Limited Partner may have at law or in equity, if the Partnership is continued pursuant to Section 5.3(a) following the withdrawal of the General Partner, the General Partner terminate but shall continue to be a Partner of the Partnership; providedin existence as though no such withdrawal or filing had occurred, except that its Partnership Interest shall be converted to that of a Limited Partner and, if the former General Partner withdrew without the consent of the Limited Partner, (1) its representatives to the Advisory Committee shall be deemed to have resigned and the former General Partner shall have no further right as Limited Partner to designate any representatives, and (2) no consent of the former General Partner required under any provision of this Agreement shall any longer be required and the new General Partner shall be entitled substituted for the former General Partner. Any Limited Partner who does not consent to grant all such consents and take all actions relating continuation shall have the right to withdraw by giving notice within 90 days after having been notified of the continuation of the Partnership and its business. Notwithstanding the foregoing, any change shall be paid in the identity of the General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. The withdrawal of the General Partner shall not alter the allocations and distributions to be made to the Partners pursuant to this Agreementmanner set forth in Section 4.04.
(db) Notwithstanding Section 5.3(a)In the event that the Limited Partners shall have determined to continue the Partnership, the former General Partner may withdraw from (or its representative, successors or assigns) shall become a Limited Partner of the Partnership upon the transfer effective date of all such continuation to the extent of its Partnership Interest to any Transferee or Successor that is admitted to then interest in the Partnership as a General Partner. Thereafter, except as otherwise provided below, such former General Partner (or its representative) shall be treated as a Limited Partner for all purposes of this Agreement, shall have all of the rights and substituted for obligations of a Limited Partner hereunder, including the right to receive allocations and distributions on the same basis as all other Limited Partners, and shall not be entitled to receive any further allocations or distributions to which the General Partner is entitled hereunder. Upon becoming a Limited Partner, such former General Partner's Capital Account and Capital Commitment shall initially be the same as they were on the effective date of such continuation. Once the General Partner ceases to be such for whatever reason and becomes a Limited Partner hereunder, such former General Partner will no longer be personally liable with respect to Partnership liabilities arising out of events and transactions occurring after its termination as General Partner (i.e., its Capital Account will be debited for its share, if any, as Limited Partner of the losses and expenses arising out of such liabilities but it will not be required to make additional contributions to the Partnership to satisfy such liabilities). However, a former General Partner will remain personally liable for all Partnership liabilities arising out of events and transactions occurring prior to such former General Partner's termination as General Partner (i.e., its Capital Account will be debited for its share of losses 14 19 and expenses arising out of such liabilities and it will be required to make additional contributions to the Partnership to the extent of a deficit in accordance with Section 8.2(bits Capital Account due to such liabilities arising out of events and transactions occurring prior to its termination).
Appears in 1 contract
Samples: Limited Partnership Agreement (Freedom Securiteis Corp /De/)
Withdrawal of General Partner. (a) The General Partner may not resign or withdraw from the Partnership without the consent of the Limited Partner (subject at any time after March 22, 2000 by giving 90 days prior written notice to the rights other Partners. If Limited Partners whose Capital Accounts constitute in excess of transfer set forth elsewhere 66 2/3% of all Capital Accounts consent in this Agreement and it being understood that no transfer permitted by writing executed within such 90-day period to the terms of this Agreement shall be deemed to be a withdrawal for any purpose except as provided in Section 5.3(d)), other than upon the dissolution and winding up continuation of the Partnership in accordance with the provisions of Article 11. If the and elect a new General Partner so resigns or withdraws from the PartnershipPartner, the Partnership shall dissolve in accordance with the provisions of Article 11 unless, within ninety days after the withdrawal of the General Partner, the Limited Partner elects in writing to continue the business of the Partnership pursuant to the terms and provisions of this Agreement and consents to the admission of at least one General Partner (which may be effected by the Limited Partner converting a portion of its Partnership Interest to that of a General Partner).
(b) For purposes of this Agreement, the term "withdrawal" does not include the happening of any event described in Section 17-402(a)(4) or (5) of the Act, and no Partner shall cease to be a Partner solely upon the happening of such event(s); provided, that upon the happening of any such event that results in the appointment of a trustee, receiver or liquidator of a Partner or of all or substantially all of a Partner's properties and the loss by such Partner of its management authority with respect to all or substantially all of its properties, then (x) if the Partner to which such event occurs (the "Affected Partner") is the General Partner, the Limited Partner shall have the right to convert all or a portion of its Partnership Interest to that of a General Partner, whereupon the General Partner's Partnership Interest will automatically be converted to that of a Limited Partner; (y) all representatives of the Affected Partner shall be deemed to have resigned from the Advisory Committee and such Partner shall have no further right to designate any representatives; and (z) no consent of the Affected Partner required under any provision of this Agreement shall any longer be required and the other Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business; provided, that clauses (y) and (z) will not apply if the Affected Partner is the General Partner and the Limited Partner does not elect pursuant to clause (x) to convert its Partnership Interest to that of a General Partner.
(c) Without limiting any other rights or remedies that the Partnership or the Limited Partner may have at law or in equity, if the Partnership is continued pursuant to Section 5.3(a) following the withdrawal of the General Partner, the General Partner terminate but shall continue to be a Partner of the Partnership; providedin existence as though no such withdrawal or filing had occurred, except that its Partnership Interest shall be converted to that of a Limited Partner and, if the former General Partner withdrew without the consent of the Limited Partner, (1) its representatives to the Advisory Committee shall be deemed to have resigned and the former General Partner shall have no further right as Limited Partner to designate any representatives, and (2) no consent of the former General Partner required under any provision of this Agreement shall any longer be required and the new General Partner shall be entitled substituted for the former General Partner. Any Limited Partner who does not consent to grant all such consents and take all actions relating continuation shall have the right to withdraw by giving notice within 90 days after having been notified of the continuation of the Partnership and its business. Notwithstanding the foregoing, any change shall be paid in the identity of the General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consents. The withdrawal of the General Partner shall not alter the allocations and distributions to be made to the Partners pursuant to this Agreementmanner set forth in Section 4.04.
(db) Notwithstanding Section 5.3(a)In the event that the Limited Partners shall have determined to continue the Partnership, the former General Partner may withdraw from (or its representative, successors or assigns) shall become a Limited Partner of the Partnership upon the transfer effective date of all such continuation to the extent of its Partnership Interest to any Transferee or Successor that is admitted to then interest in the Partnership as a General Partner. Thereafter, except as otherwise provided below, such former General Partner (or its representative) shall be treated as a Limited Partner for all purposes of this Agreement, shall have all of the rights and substituted for obligations of a Limited Partner hereunder, including the right to receive allocations and distributions on the same basis as all other Limited Partners, and shall not be entitled to receive any further allocations or distributions to which the General Partner is entitled hereunder. Upon becoming a Limited Partner, such former General Partner's Capital Account and Capital Commitment shall initially be the same as they were on the effective date of such continuation. Once the General Partner ceases to be such for whatever reason and becomes a Limited Partner hereunder, such former General Partner will no longer be personally liable with respect to Partnership liabilities arising out of events and transactions occurring after its termination as General Partner (i.e., its Capital Account will be debited for its share, if any, as Limited Partner of the losses and expenses arising out of such liabilities but it will not be required to make additional contributions to the Partnership to satisfy such liabilities). However, a former General Partner will remain personally liable for all Partnership liabilities arising out of events and transactions occurring prior to such former General Partner's termination as General Partner (i.e., its Capital Account will be debited its share of losses and expenses arising out of such liabilities and it will be required to make additional contributions to the Partnership to the extent of a deficit in accordance with Section 8.2(bits Capital Account due to such liabilities arising out of events and transactions occurring prior to its termination).
Appears in 1 contract
Samples: Limited Partnership Agreement (Freedom Securities Corp /De/)
Withdrawal of General Partner. (a) The General Partner may not resign or withdraw from the Partnership without the consent of the Limited Partner (subject to the rights of transfer set forth elsewhere in this Agreement and it being understood that no transfer permitted by the terms of this Agreement shall be deemed to be a withdrawal for any purpose except as provided in Section 5.3(d)), other than upon the dissolution and winding up of the Partnership in accordance with the provisions of Article 11. If Should the General Partner so resigns or withdraws desire to withdraw from the Partnership, he shall notify the Partnership shall dissolve in accordance with Limited Partners of such intent prior to the provisions of Article 11 unless, within ninety days after the withdrawal end of the General Partner, the Limited Partner elects in writing to continue the business of the Partnership pursuant to the terms and provisions of this Agreement and consents to the admission of at least one General Partner (which may be effected by the Limited Partner converting a portion of its Partnership Interest to that of a General Partner).
(b) For purposes of this Agreement, the term "withdrawal" does not include the happening of any event described in Section 17-402(a)(4) or (5) of the Act, and no Partner shall cease then- current Fiscal Year with his withdrawal to be a Partner solely upon the happening effective on and as of midnight on December 31 of such event(s); provided, that upon the happening of any such event that results in the appointment of a trustee, receiver or liquidator of a Partner or of all or substantially all of a Partner's properties and the loss by such Partner of its management authority with respect to all or substantially all of its properties, then (x) if the Partner to which such event occurs (the "Affected Partner") is the General Partner, the Limited Partner shall have the right to convert all or a portion of its Partnership Interest to that of a General Partner, whereupon the General Partner's Partnership Interest will automatically be converted to that of a Limited Partner; (y) all representatives of the Affected Partner shall be deemed to have resigned from the Advisory Committee and such Partner shall have no further right to designate any representatives; and (z) no consent of the Affected Partner required under any provision of this Agreement shall any longer be required and the other Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business; provided, that clauses (y) and (z) will not apply if the Affected Partner is the General Partner and the Limited Partner does not elect pursuant to clause (x) to convert its Partnership Interest to that of a General Partner.
(c) Without limiting any other rights or remedies that the Partnership or the Limited Partner may have at law or in equity, if the Partnership is continued pursuant to Section 5.3(a) following the withdrawal of the General Partner, the General Partner shall continue to be a Partner of the Partnership; provided, that its Partnership Interest shall be converted to that of a Limited Partner and, if the former General Partner withdrew without the consent of the Limited Partner, (1) its representatives to the Advisory Committee shall be deemed to have resigned and the former General Partner shall have no further right as Limited Partner to designate any representatives, and (2) no consent of the former General Partner required under any provision of this Agreement shall any longer be required and the new General Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business. Notwithstanding the foregoing, any change in the identity of the General Partner shall be subject to and conditioned upon receipt of all necessary governmental approvals and other material third party consentsFiscal Year. The withdrawal of the General Partner shall not alter dissolve the allocations and distributions to be made Partnership unless prior to the effective date of such withdrawal the Limited Partners pursuant owning Partnership interests representing a majority of Partnership Percentages shall have selected a successor general partner and such person, firm, corporation, partnership or other entity who shall have been admitted as a General Partner, who shall have entered into an amendment to this Agreement.
(d) Notwithstanding Section 5.3(a)Agreement assuming the responsibilities of the General Partner hereunder and who shall have received a Capital Account, by contribution or transfer of interest, in an amount approved by Limited Partners owning Partnership interests representing a majority of Partnership Percentages, in which case the Partnership shall not be dissolved. Subject to Sections 1.04 and 6.03, upon withdrawal, the General Partner may withdraw from shall be entitled to receive his positive Capital Account balance (as adjusted pursuant to Section 3.04 hereof as the same is shown in the Partnership's books and records) as of the end of such Fiscal Year, not later than the tenth day following the day the books of the Partnership upon are closed and the transfer Partnership's tax return for such Fiscal Year is completed. No approval or consent of all any Limited Partner shall be required for the withdrawal of its Partnership Interest to any Transferee such incumbent General Partner, whether or Successor that is admitted to not such withdrawal ultimately results in termination and liquidation of the Partnership.
(b) The withdrawal of the incumbent General Partner, without due succession of another General Partner, shall cause the Partnership as to terminate, and Limited Partners holding Partnership interests representing a Partner majority of Partnership Percentages may select one or more persons, firms, corporations or other entities (the "Terminating Party") to wind up the affairs of the Partnership in due course and substituted for discharge the functions exercised by the General Partner under Sections 7.01 and 7.02, and the interest in the Partnership of the General Partner shall continue at the risk of the Partnership business until the affairs of the Partnership have been wound up in due course.
(c) In the event of an event of withdrawal (as defined in the Texas Act) of the General Partner, other than his or its removal or voluntary withdrawal provided for above, which results in the termination and liquidation of the Partnership, the interest in the Partnership of such General Partner shall continue at the risk of Partnership business until the affairs of the Partnership have been wound up in due course in accordance with Section 8.2(b)Sections 7.01 and 7.02 hereof, and his or its legal representative shall be entitled to receive the positive balance of his or its Capital Account in accordance with Sections 7.01 and 7.02 hereof, except as provided in Sections 1.04 and 6.03 hereof.
Appears in 1 contract
Withdrawal of General Partner. (a) The General Partner may not resign or withdraw from the Partnership without the consent of the Limited Partner (subject to the rights of transfer set forth elsewhere in this Agreement and it being understood that no transfer permitted by the terms of this Agreement shall be deemed to be a withdrawal for any purpose except as provided in Section 5.3(d)), other than upon the dissolution and winding up of the Partnership in accordance with the provisions of Article 11. If Should the General Partner so resigns or withdraws desire to withdraw from the Partnership, he shall notify the Limited Partners of such intent prior to the end of the then- current Fiscal Year with his withdrawal to be effective on and as of midnight on December 31 of such Fiscal Year. Upon any such withdrawal due to the inability of Cardinal Investment Company, Inc. to continue as the General Partner, 2M Partners, LLC, a Texas limited liability company owned fifty percent (50%) by Xxxxx Xxxxxxx and fifty percent by Xxxx XxXxxxxx, agrees that it shall serve as a successor general partner if approved by Limited Partners owning Partnership interests representing a majority of Partnership Percentages, and that it shall dissolve assume the responsibilities of the General Partner hereunder and shall receive a Capital Account, by contribution or transfer of interest, in accordance with an amount approved by such Limited Partners. Except as set forth in the provisions of Article 11 unlessprevious sentence, within ninety days after the withdrawal of the General PartnerPartner shall dissolve the Partnership. Subject to Sections 1.04 and 6.03, upon withdrawal, the Limited Partner elects in writing to continue the business of the Partnership pursuant to the terms and provisions of this Agreement and consents to the admission of at least one General Partner (which may be effected by the Limited Partner converting a portion of its Partnership Interest to that of a General Partner).
(b) For purposes of this Agreement, the term "withdrawal" does not include the happening of any event described in Section 17-402(a)(4) or (5) of the Act, and no Partner shall cease to be a Partner solely upon the happening of such event(s); provided, that upon the happening of any such event that results in the appointment of a trustee, receiver or liquidator of a Partner or of all or substantially all of a Partner's properties and the loss by such Partner of its management authority with respect to all or substantially all of its properties, then (x) if the Partner to which such event occurs (the "Affected Partner") is the General Partner, the Limited Partner shall have the right to convert all or a portion of its Partnership Interest to that of a General Partner, whereupon the General Partner's Partnership Interest will automatically be converted to that of a Limited Partner; (y) all representatives of the Affected Partner shall be deemed to have resigned from the Advisory Committee and such Partner shall have no further right to designate any representatives; and (z) no consent of the Affected Partner required under any provision of this Agreement shall any longer be required and the other Partner shall be entitled to grant all such consents and take all actions relating to the Partnership and its business; provided, that clauses (y) and (z) will not apply if the Affected Partner is the General Partner and the Limited Partner does not elect pursuant to clause (x) to convert its Partnership Interest to that of a General Partner.
(c) Without limiting any other rights or remedies that the Partnership or the Limited Partner may have at law or in equity, if the Partnership is continued pursuant to Section 5.3(a) following the withdrawal of the General Partner, the General Partner shall continue to be a Partner of the Partnership; provided, that its Partnership Interest shall be converted to that of a Limited Partner and, if the former General Partner withdrew without the consent of the Limited Partner, (1) its representatives to the Advisory Committee shall be deemed to have resigned and the former General Partner shall have no further right as Limited Partner to designate any representatives, and (2) no consent of the former General Partner required under any provision of this Agreement shall any longer be required and the new General Partner shall be entitled to grant all receive his positive Capital Account balance (as adjusted pursuant to Section 3.04 hereof as the same is shown in the Partnership's books and records) as of the end of such consents and take all actions relating to Fiscal Year, not later than the tenth day following the day the books of the Partnership are closed and its businessthe Partnership's tax return for such Fiscal Year is completed. Notwithstanding No approval or consent of any Limited Partner shall be required for the foregoingwithdrawal of such incumbent General Partner, any change whether or not such withdrawal ultimately results in termination and liquidation of the Partnership.
(b) The withdrawal of the incumbent General Partner, without due succession of another General Partner, shall cause the Partnership to terminate, and Limited Partners holding Partnership interests representing a majority of Partnership Percentages may select one or more persons, firms, corporations or other entities (the "Terminating Party") to wind up the affairs of the Partnership in due course and discharge the functions exercised by the General Partner under Sections 7.01 and 7.02, and the interest in the identity Partnership of the General Partner shall be subject to and conditioned upon receipt continue at the risk of all necessary governmental approvals and other material third party consents. The the Partnership business until the affairs of the Partnership have been wound up in due course.
(c) In the event of an event of withdrawal (as defined in the Texas Act) of the General Partner, other than his or its removal or voluntary withdrawal provided for above, which results in the termination and liquidation of the Partnership, the interest in the Partnership of such General Partner shall not alter continue at the allocations and distributions to be made to risk of Partnership business until the Partners pursuant to this Agreement.
(d) Notwithstanding Section 5.3(a), the General Partner may withdraw from affairs of the Partnership upon the transfer of all of its Partnership Interest to any Transferee or Successor that is admitted to the Partnership as a Partner and substituted for the General Partner have been wound up in due course in accordance with Section 8.2(b)Sections 7.01 and 7.02 hereof, and his or its legal representative shall be entitled to receive the positive balance of his or its Capital Account in accordance with Sections 7.01 and 7.02 hereof, except as provided in Sections 1.04 and 6.03 hereof.
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