Common use of Withdrawals; Reconstitution Clause in Contracts

Withdrawals; Reconstitution. (i) A General Partner may have the power but not the right to withdraw at any time from the Partnership and cease to be a General Partner under the provisions of Section 17-602(a) of the Partnership Act by giving written notice to the other Partners. Any General Partner who withdraws or ceases to be a General Partner pursuant to Section 17-402(a) of the Partnership Act, before the expiration of the fixed term of this Partnership, violates this Agreement, and the Partnership may recover damages from the withdrawing General Partner, including the reasonable cost of obtaining replacement of the services the withdrawn Partner was obligated to perform, for breach of this Agreement. The Partnership may, in addition to pursuing any remedies otherwise available under applicable law, effect that recovery by (a) offsetting those damages against the amount otherwise distributable to the withdrawing General Partner, (b) reducing the Limited Partner’s interest into which the withdrawing General Partner’s interest may be converted under Section 17-602(b)(l) of the Partnership Act, or (c) both. (ii) Subject to the liability created under Section 17-602(a) of the Partnership Act, a General Partner who ceases to be a General Partner under Section 17-402(a) of the Partnership Act shall, at the option of the Limited Partners: (a) convert the interest in the withdrawing General Partner’s Capital Account, profits, losses, and distributions to that of a Limited Partner; or (b) pay to the withdrawing General Partner in cash, other property of the Partnership of equivalent value, or secure by bond approved by a court of competent jurisdiction, the fair market value of that Partner’s Partnership Interest less the damages caused by the withdrawing General Partner’s breach of this Agreement.

Withdrawals; Reconstitution. (i) A General Partner may have the power but not the right to withdraw at any time from the Partnership and cease to be a General Partner under the provisions of Section 17-602(a) of the Partnership Act by giving written notice to the other Partners. Any General Partner who withdraws or ceases to be a General Partner pursuant to Section 17-402(a) of the Partnership Act, before the expiration of the fixed term of this Partnership, violates this Agreement, and the Partnership may recover damages from the withdrawing General Partner, including the reasonable cost of obtaining replacement of the services the withdrawn Partner was obligated to perform, for breach of this Agreement. , The Partnership may, in addition to pursuing any remedies otherwise available under applicable law, effect that recovery by (a) offsetting those damages against the amount otherwise distributable to the withdrawing General Partner, (b) reducing the Limited Partner’s interest into which the withdrawing General Partner’s interest may be converted under Section 17-602(b)(l602(b)(1) of the Partnership Act, or (c) both. (ii) Subject to the liability created under Section 17-602(a) of the Partnership Act, a General Partner who ceases to be a General Partner under Section 17-402(a) of the Partnership Act shall, at the option of the Limited Partners: (a) convert the interest in the withdrawing General Partner’s Capital Account, profits, losses, and distributions to that of a Limited Partner; or (b) pay to the withdrawing General Partner in cash, other property of the Partnership of equivalent value, or secure by bond approved by a court of competent jurisdiction, the fair market value of that Partner’s Partnership Interest less the damages caused by the withdrawing General Partner’s breach of this Agreement.

Withdrawals; Reconstitution. (i) A General Partner may have the power but not the right to withdraw at any time from the Partnership and cease to be a General Partner under the provisions of Section 17-602(a6.02(a) of the Partnership Act by giving written notice to the other Partners. Any General Partner who withdraws or ceases to be a General Partner pursuant to Section 17-402(a4.02(a) of the Partnership Act, before the expiration of the fixed term of this Partnership, violates this Agreement, and the Partnership may recover damages from the withdrawing General Partner, including the reasonable cost of obtaining replacement of the services the withdrawn Partner was obligated to perform, for breach of this Agreement. The Partnership may, in addition to pursuing any remedies otherwise available under applicable law, effect that recovery by (a) offsetting those damages against the amount otherwise distributable to the withdrawing General Partner, (b) reducing the Limited Partner’s 's interest into which the withdrawing General Partner’s 's interest may be converted under Section 17-602(b)(l6.02(b)(1) of the Partnership Act, or (c) both. (ii) Subject to the liability created under Section 17-602(a6.02(a) of the Partnership Act, a General Partner who ceases to be a General Partner under Section 17-402(a4.02(a) of the Partnership Act shall, at the option of the Limited Partners: (a) convert the interest in the withdrawing General Partner’s 's Capital Account, profits, losses, and distributions to that of a Limited Partner; or (b) pay to the withdrawing General Partner in cash, other property of the Partnership of equivalent value, or secure by bond approved by a court of competent jurisdiction, the fair market value of that Partner’s 's Partnership Interest less the damages caused by the withdrawing General Partner’s 's breach of this Agreement.

Withdrawals; Reconstitution. (i) A General Partner may have the power but not the right to withdraw at any time from the Partnership and cease to be a General Partner under the provisions of Section 17-602(a) of the Partnership Act by giving written notice to the other Partners. Any General Partner who withdraws or ceases to be a General Partner pursuant to Section 17-402(a) of the Partnership Act, before the expiration of the fixed term of this Partnership, violates this Agreement, and the Partnership may recover damages from the withdrawing General Partner, including the reasonable cost of obtaining replacement of the services the withdrawn Partner was obligated to perform, for breach of this Agreement. The Partnership may, in addition to pursuing any remedies otherwise available under applicable law, effect that recovery by (a) offsetting those damages against the amount otherwise distributable to the withdrawing General Partner, (b) reducing the Limited Partner’s interest into which the withdrawing General Partner’s interest may be converted under Section 17-602(b)(l) of the Partnership Act, or (c) both. (ii) Subject to the liability created under Section 17-602(a) of the Partnership Act, a General Partner who ceases to be a General Partner under Section 17-402(a) of the Partnership Act shall, at the option of the Limited Partners: (a) convert the interest in the withdrawing General Partner’s Capital Account, profits, losses, and distributions to that of a Limited Partner; or (b) pay to the withdrawing General Partner in cash, other property of the Partnership of equivalent value, or secure by bond approved by a court of competent jurisdiction, the fair market value of that Partner’s Partnership Interest less the damages caused by the withdrawing General Partner’s breach of this Agreement.