WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. Section 13.1 Withdrawal or Removal of the General Partner
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. Section 11.1 Withdrawal or Removal of the General Partner 18 Section 11.2 Sale of Former General Partner’s Interest 18
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. Section 13.1 Withdrawal or Removal of the General Partner (a) Buckeye GP LLC agrees to act as General Partner of the Partnership until the later of (i) the date which is twenty-five years after the Time of Delivery or (ii) the date the ESOP Loan is paid in full, subject to its right to transfer all of its GP Units pursuant to Section 11.1. At any time after the later of (i) the date which is twenty-five years after the Time of Delivery or (ii) the date the ESOP Loan is paid in full, the General Partner may withdraw from the Partnership effective upon at least 90 days’ advance written notice to the Limited Partners, such withdrawal to take effect on the date specified in such notice, provided that such withdrawal is approved by an Eighty Percent Interest or the Partnership has received an Opinion of Counsel that such withdrawal would not result in the loss of limited liability of any Limited Partner or result in the Partnership or any Operating Partnership being treated as an association taxable as a corporation for federal income tax purposes. Any such withdrawal shall also constitute the withdrawal of the OLP GP from the Operating Partnerships, as provided in the Operating Partnership Agreements. If the General Partner gives a notice of withdrawal, a Majority Interest may, prior to the effective date of such withdrawal, approve a successor General Partner. The Person so approved (or its designated Affiliates) shall become the successor general partner or partners of the Operating Partnerships, as provided in the Operating Partnership Agreements. If no successor General Partner is so approved, the Partnership shall be dissolved pursuant to Section 14.1. Buckeye GP LLC further agrees that it shall not cause the OLP GP to withdraw as general partner of any Operating Partnership, except in connection with Buckeye GP LLC’s withdrawal as General Partner.
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. 14.1 Withdrawal or Removal of the General Partner. The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events listed in this Section 14.1 (each such event herein referred to as an ?Event of Withdrawal?);
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. (a) The General Partner shall not voluntarily withdraw from the Partnership as General Partner without the consent of all of the Limited Partners.
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. 88 The General Partner may not withdraw as the general partner of the Partnership without the approval of [ Percent ( %)] in Interest of the Limited Partners. No voluntary withdrawal by the General Partner shall be permitted without the consent of SBA. No transfer of the interest of the General Partner in the Partnership, or any portion of such interest, will be effective without the consent of SBA. Subject to Section 4.03, Section 8.03(b), Section 10.01(b), Section 10.01(d) and Section 10.01(f), to the extent applicable, any person who acquires the interest of the General Partner, or any portion of such interest, in the Partnership, will not be a General Partner but will become a special limited partner (a “Special Limited Partner”) upon the acquirer’s written acceptance and adoption of all the terms and provisions of this Agreement, pending SBA’s approval of such transfer or succession. A Special Limited Partner will acquire no more than the interest of the General Partner in the Partnership as it existed on the date of the transfer, and will not be entitled to any priority given to the Limited Partners (or their successors and assigns) in respect of the interest, and no such person will have any right to participate in the management of the affairs of the Partnership or to vote with the Limited Partners. The interest acquired by such person will be disregarded in determining whether any action has been taken by any percentage of the limited partnership interests.89 If the General Partner (i) withdraws as a general partner of the Partnership under Section 8.03(a) or as otherwise permitted by the SBIC Act, (ii) is removed pursuant to, Section 4.03, Section 8.03(f), Section 8.03(g), or as otherwise permitted by the SBIC Act, or (iii) otherwise ceases to act as the General Partner, then the entire interest of the General Partner in the Partnership will be converted into an interest as a Special Limited Partner on the terms provided in Section 8.03(c). Upon an event of withdrawal of the General Partner without continuation of the Partnership as provided in Section 8.04, the affairs of the Partnership will be wound up in accordance with the provisions of Section 8.02.90 The General Partner may be removed for Cause upon the affirmative vote of not less than [ Percent ( %)] in Interest of the Limited Partners, provided the SBA consents to such removal.91 The removal of the General Partner pursuant to this Section shall not relieve any Partner of its obligation ...
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. TRANSFERS OF GENERAL PARTNER UNITS
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. (A) Airlease Management Services, Inc. covenants and agrees that it shall continue to act as General Partner of the Partnership until the date' which is 10 years after the initial Closing Date, subject to its right to transfer its interest as a General Partner pursuant to Section 13.2 and subject to this Section 15.2(A). At any time after the date which is 10 years from the Closing Date, the General Partner may withdraw from the Partnership without liability, penalty, or cost to it, effective upon at least 90 days advance written notice to the Limited Partners, such withdrawal to take effect on the date specified in such notice. If the General Partner gives a notice of withdrawal, a Majority Interest may, prior to the effective date of such withdrawal, elect a successor General Partner. If no successor General Partner is elected, the Partnership shall be dissolved pursuant to Section 16.1. The General Partner may also withdraw from the Partnership, at any time and without liability, penalty, or cost to it, if its continued status as the general partner of the Partnership would be prohibited by law or would materially adversely affect the Partnership.
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. 11.1 Withdrawal or Removal of the General Partner. (a) Subject to regulatory approval, upon the withdrawal of the MLP General Partner from the Limited Partner, the General Partner shall withdraw from the Partnership, effective as of the date on which the MLP General Partner's withdrawal is effective. If a successor MLP General Partner is approved as permitted by Section 13.1(a) of the MLP Agreement, the Person so approved (or its designated Affiliate) shall become the successor General Partner. If no successor MLP General Partner is approved, the Partnership shall be dissolved pursuant to Section 12.1.
WITHDRAWAL OR REMOVAL OF THE GENERAL PARTNER. A General Partner may voluntarily withdraw from the Partnership only upon a transfer of all of its Partnership Interest as a General Partner in accordance with the provisions of Section 12.2 or upon the admission of a successor General Partner pursuant to Section 13.4. Upon such transfer or admission of a successor General Partner, a General Partner may withdraw from the Partnership effective on at least thirty (30) days' advance written notice to the Partnership, such withdrawal (if the General Partner is at such time the only General Partner of the Partnership) to take effect only following the admission of a successor General Partner pursuant to Section 13.4. Upon the transfer of the General Partner's Partnership Interest, the transferee shall become the General Partner, unless all of the General Partners remaining after such transfer shall otherwise agree. A General Partner shall have no liability to the Partnership, the Partners or the Unitholders on account of any withdrawal made in accordance with the terms of this Section 14.1.
