Withdrawal or Removal of General Partner. (a) The General Partner covenants and agrees that it will not withdraw as the General Partner before December 31, 2082, subject to its right to transfer its Partnership Interest pursuant to Section 11.2. Except for transfers permitted by Section 11.2, any transfer by the General Partner of all of its Partnership Interest as the General Partner pursuant to Section 11.2 shall constitute the withdrawal of the General Partner for purposes of this Section 13.1(a). On or after December 31, 2082, the General Partner may withdraw from the Partnership upon 120 days advance written notice to the Limited Partners, except as otherwise provided herein. Such withdrawal shall take effect on the date specified in such notice. Any withdrawal of the General Partner shall not become effective unless the Partnership has received an Opinion of Counsel that such withdrawal, and the selection and admission of a successor General Partner, will not result in the loss of limited liability of any Limited Partner or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes. If the General Partner gives a notice of withdrawal, a Majority Interest may, prior to or within 90 days after such notice of intent to withdraw, select a successor General Partner. If no successor General Partner is selected, the Partnership shall be dissolved pursuant to Section 14.1. If a successor General Partner is selected, it shall be admitted immediately prior to the withdrawal of the General Partner and shall continue the business and operations of the Partnership without dissolution.
Withdrawal or Removal of General Partner. (a) The General Partner ceases to be the General Partner of the Partnership on the occurrence of any of the following, and only the following, events of withdrawal or removal:
(i) The withdrawal of the General Partner on delivery of written notice of its withdrawal to the Limited Partners a minimum of thirty (30) days prior to the effective date of the withdrawal.
(ii) The Transfer of the entire Partnership Interest of the General Partner in accordance with Article 10 of this Agreement.
(iii) The removal of the General Partner by a Majority in Interest of the Limited Partners upon the occurrence of the entry of a final judgment by a court of competent jurisdiction to the effect that the General Partner was guilty of intentional misconduct or gross negligence under the provisions of this Agreement or that the General Partner breached a material provision of this Agreement and this breach or failure is not cured within a period of thirty (30) days after the date on which the judgment becomes final.
(iv) The occurrence of an event of withdrawal as described in Paragraphs 4 through 10, inclusive, of Section 153.155(a) of the Texas Business Organizations Code.
(b) Upon the occurrence of any of the events described in paragraph (a) above, the provisions of Section 11.01 shall be controlling with respect to a continuation of the business of the Partnership.
(c) Upon the occurrence of an event of withdrawal or removal of the General Partner pursuant to this Section 4.10 (except the Transfer of Partnership Interest described in subparagraph (ii) of paragraph (a) above), the Partnership Interest of the General Partner that has withdrawn or that has been removed shall be transferred to the substitute General Partner.
(d) After the occurrence of an event of withdrawal or removal of the General Partner pursuant to this Section 4.10 (except the Transfer of Partnership Interest described in subparagraph (ii) of paragraph (a) above), a Majority in Interest of the Limited Partners shall promptly elect a substitute General Partner. LIMITED PARTNERSHIP AGREEMENT OF FRIENDS OF FALLS ROAD, L.P. — Page 8
Withdrawal or Removal of General Partner. (1) The General Partner may:
(a) resign or withdraw from the Partnership as General Partner without the consent of the Limited Partners; or
(b) be removed at any time, for cause, by the affirmative vote of a Majority in Interest of Limited Partners. For the purposes of this provision, “cause” shall mean action or inaction by the General Partner amounting to gross negligence or wilful fraudulent misconduct.
(2) Immediately on withdrawal or removal of the General Partner, a successor General Partner shall be selected by an affirmative vote or written consent of a Majority in Interest of Limited Partners. The removed or withdrawing General Partner shall turn over all Partnership books and records to the new General Partner within ten (10) days of removal or departure.
(3) A General Partner departing voluntarily or having been removed shall become a Limited Partner upon the selection of a successor General Partner, as provided above, and shall continue to receive its share of any Partnership distributions arising out of its interest in the Partnership.
Withdrawal or Removal of General Partner. (a) The General Partner covenants and agrees that it will not withdraw from the Partnership unless such withdrawal shall have been approved by a Majority Vote or as otherwise permitted under this Agreement in connection with a transfer of its interest in the Partnership or otherwise.
(b) The General Partner may withdraw from the Partnership effective on at least sixty (60) days' advance written notice to the Limited Partners, such withdrawal to take effect on the date specified in such notice. The General Partner shall have no liability to the Partnership or the Partners on account of any withdrawal in accordance with the terms of this Section 14.01.
(c) The General Partner may he removed as general partner of the Partnership by the affirmative vote of holders of seventy-five percent (75%) or more of the Outstanding Limited Partnership Interests. Any such action by the Limited Partners also must provide for the election of a successor General Partner and such removal shall become effective only upon the contemporaneous admission of the successor General Partner pursuant to Article XIII. Any remaining and any newly-elected successor General Partner is hereby authorized to and shall continue the business of the Partnership.
(d) Written notice of the removal of the General Partner pursuant to this Section 14.01 shall be served upon the General Partner in the manner set forth in Section 19.02. Such notice shall set forth the day upon which such removal is to become effective, which date shall not be less than thirty (30) days after the service of the notice upon the General Partner.
(e) A General Partner removed as a general partner of the Partnership pursuant to this Section 14.01 shall not have any right to participate in the management, control or affairs of the Partnership upon the effective date of such removal.
Withdrawal or Removal of General Partner. ADMISSION OF PARTNERS
Section 12.1 Withdrawal of the General Partner. The General Partner may withdraw from the Partnership effective on at least sixty (60) days' advance written notice to the Limited Partners, such withdrawal to take effect on the date specified in such notice. The General Partner shall have no liability to the Partnership or the Limited Partners on account of any withdrawal in accordance with the terms of this Section 12.1. If the General Partner shall give a notice of withdrawal pursuant to this Section 12.1, then a successor General Partner may be elected upon the written consent or affirmative vote of Limited Partners owning a majority of the Percentage Interests, who shall be admitted as a successor General Partner pursuant to Section 12.4. If no successor General Partner shall be elected in accordance with this Section 12.1 and there shall be no remaining General Partner, then the Partnership shall be dissolved pursuant to Article XIII.
Withdrawal or Removal of General Partner. TRANSFERABILITY OF PARTNERSHIP INTERESTS ----------------------------------------
Withdrawal or Removal of General Partner. (a) The General Partner may:
(1) resign or withdraw from the Partnership as General Partner without the consent of the Limited Partners;
(2) be removed at any time, for cause, by the affirmative vote of 49.5%
Withdrawal or Removal of General Partner. A. The General Partner may:
(1) resign or withdraw from the Partnership as General Partner without the consent of the Limited Partners;
(2) be removed at any time, for cause, by the affirmative vote of a Majority In Interest of Limited Partners; provided, however, that no removal for cause under this Section shall be effective until a court of competent jurisdiction shall have finally determined that cause existed. As used in this paragraph "Cause" shall mean (i) a material violation by a General Partner of his or her fiduciary duties, (ii) willful misconduct, (iii) gross negligence, or (iv) a material violation of this Agreement.
Withdrawal or Removal of General Partner. Resignation by the General Partner
4.01 The General Partner shall not resign as the general partner unless such resignation is approved by Special Resolution of the Limited Partners and has become effective in accordance with section 4.02. The General Partner shall be deemed to have resigned as the general partner of the Limited Partnership immediately after a successor General Partner has been appointed in the event of:
(a) the bankruptcy, dissolution, liquidation or winding-up of the General Partner (or the commencement of any act or proceeding in connection therewith which is not contested in good faith by the General Partner); or
(b) the appointment by a court of competent jurisdiction of a trustee, receiver or manager of the affairs of all or substantially all of the properties of the General Partner.
4.02 The General Partner may be removed as the general partner by a Special Resolution of the Limited Partners and the Special Resolution shall provide for the appointment of a qualified and willing successor General Partner which appointment shall become effective upon:
(a) the successor General Partner providing, without qualification, the representations and warranties set forth under section 2.07;
(b) the successor General Partner becoming a party to this LP Agreement; and
(c) the General Partner transferring, which the General Partner agrees to do, all, and not less than all, of the General Partner’s interest in the Limited Partnership to the successor General Partner at fair market value.
4.03 On the appointment of a successor General Partner:
(a) the prior General Partner shall cease to be entitled to any allocation of Net Income or Net Loss or distributions but shall be entitled to its share of any allocation of Net Income or Net Loss or distributions made up to the date of such appointment;
(b) the prior General Partner shall be, and shall remain, liable for all obligations and liabilities incurred by it while it was General Partner of the Limited Partnership. The Limited Partnership will indemnify and hold harmless the prior General Partner from any costs, expenses, damages or liabilities suffered or incurred by the prior General Partner as a result of or arising out of events which occur in relation to the Limited Partnership after the appointment became effective;
(c) the successor General Partner shall be liable for all of the obligations, duties and liabilities of a general partner due to be performed or which are incurred after its appoint...
Withdrawal or Removal of General Partner. (a) Everflow Management Company covenants and agrees that it shall continue to act as General Partner of the Partnership and shall not voluntarily withdraw as General Partner.
(b) The General Partner may be removed upon a Majority Vote of the Limited Partners. Such removal shall be effective upon the admission of the successor General Partner pursuant to this Article IX. Any such action by the Limited Partners for removal of the General Partner must also provide for the election of a new General Partner. The right of the Limited Partners to remove the General Partner shall not exist or be exercised unless the Partnership has received an Opinion of Counsel that the removal of the General Partner and the selection of a successor General Partner will not result in (i) the loss of limited liability of any Limited Partner (other than the successor General Partner) or (ii) the treatment of the Partnership as an association taxable as a corporation for federal income tax purposes.
(c) If, under the laws of any jurisdiction to which the Partnership or the Partnership Agreement is subject, the withdrawal or removal of the General Partner pursuant to Section 9.1 results in the Partnership being dissolved, then the Partnership shall be deemed dissolved and reconstituted. To the extent required by the laws of any jurisdiction to which the Partnership or this Agreement is subject, the Partners unanimously consent to the continuation and/or reconstitution of the Partnership pursuant to this Section 9.1(c).
