Removal of General Partner. (a) Upon the occurrence of an Event of Bankruptcy as to, or the dissolution of, the General Partner, the General Partner shall be deemed to be removed automatically; provided, however, that if the General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of the General Partner if the business of the General Partner is continued by the remaining partner or partners. The Limited Partners may not remove the General Partner, with or without cause.
(b) If the General Partner has been removed pursuant to this Section 7.04 and the Partnership is continued pursuant to Section 7.03, the General Partner shall promptly transfer and assign its General Partnership Interest in the Partnership to the substitute General Partner approved by a Majority in Interest in accordance with Section 7.03(b) and otherwise be admitted to the Partnership in accordance with Section 7.02. At the time of assignment, the removed General Partner shall be entitled to receive from the substitute General Partner the fair market value of the General Partnership Interest of such removed General Partner as reduced by any damages caused to the Partnership by such General Partner. Such fair market value shall be determined by an appraiser mutually agreed upon by the General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) within ten days following the removal of the General Partner. In the event that the parties are unable to agree upon an appraiser, the removed General Partner and a Majority in Interest (excluding the General Partner and any Subsidiary of the General Partner) each shall select an appraiser. Each such appraiser shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest within 30 days of the General Partner’s removal, and the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals; provided, however, that if the higher appraisal exceeds the lower appraisal by more than 20% of the amount of the lower appraisal, the two appraisers, no later than 40 days after the removal of the General Partner, shall select a third appraiser who shall complete an appraisal of the fair market value of the removed General Partner’s General Partnership Interest no later than...
Removal of General Partner. Any General Partner may be removed by the vote or written consent of Partners holding not less than 80% of the total number of votes eligible to be cast by all Partners.
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy or if the Partnership has been subject to Bankruptcy;
(2) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(3) been convicted of, or entered into a plea of guilty to, a felony;
(4) been disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) taken any action or failed to take any action where such action or failure violates the terms of the Mortgage and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in this Agreement;
(9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) taken any action or failed to take any action where such action or failure violated any federal or state tax law which causes a recapture of LIHTC or Georgia Credit;
(12) taken any action or failed to take any action where such action or failure violated the terms of the Construction Loan and such violation prompts the Georgia Department of Community Affairs to issue a default letter or acceleration notice to the Partnership or General Partner;
(13) failed to ensure that the Construction Budget is In-Balance;
(14) failed to obtain the consent of a Partner where such consent is required pursuant to this Agreement;
(15) failed to place the Apartment Housing in service by December 1, 2002;
(16) failed to achieve 90% occupancy of the Low Income Units and 90% of the Market Rate Units by September 1, 2003;
(17) failed to obtain Permanent Mortgage Commencement by September 1, 2003; or
(18) failed during any consecutive six-month period during the Compliance Period to rent 85% or more of the Low Incom...
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:
(1) been subject to Bankruptcy;
(2) committed any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(3) been convicted of, or entered into a plea of guilty to, a felony;
(4) been disbarred from participating in any federal or state housing program;
(5) made personal use of Partnership funds or properties;
(6) violated the terms of the Mortgage and such violation prompts Rural Development to issue a default letter or acceleration notice to the Partnership or General Partner;
(7) failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership, the Limited Partner or the Special Limited Partner required under this Agreement;
(8) breached any representation, warranty or covenant contained in this Agreement;
(9) caused the Projected Tax Credits to be allocated to the Partners for a term longer than the Tax Credit Period unless the provisions of Section 7.4(e) of this Agreement apply;
(10) failed to provide, or to cause to be provided, the construction monitoring documents required in Section 14.3(a) of this Agreement;
(11) violated any federal or state tax law which causes a recapture of LIHTC; or
(12) failed during any six-month period during the Compliance Period to cause at least 85% of the total apartment units in the Apartment Housing to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(b) Written notice of the removal for cause of the General Partner ("Removal Notice") shall set forth the reasons for removal and shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. If Section 13.2(a)(2), (6), (7) or (8) is the basis for the removal for cause, then the General Partner shall have thirty days from receipt of the Removal Notice in which to cure the removal condition; except that in regard to the Mortgage the cure period shall be the sooner of thirty days or ten days prior to the expiration of the cure period referenced in the loan documents, if any. If the condition for the removal for cause is not cured w...
Removal of General Partner. (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for any of the following if not remedied within 120 days of written notice
(1) For cause if such General Partner has:
(A) Become subject to an event of Bankruptcy;
(B) Commits any fraud, willful misconduct, breach of fiduciary duty or other negligent conduct in the performance of its duties under this Agreement;
(C) Becomes convicted of, or entered a plea of guilty to, a felony;
(D) Made personal use of Partnership funds or properties;
(E) Violated the terms of the Mortgage, and such violation prompts the Lender to issue a default letter or acceleration notice to the Partnership or General Partner;
(F) Failed to provide any loan, advance, Capital Contribution or any other payment to the Partnership required under this Agreement;
(G) Failed to obtain the Consent of the Special Limited Partner prior to any decision, act or omission under circumstances where this Agreement requires that such consent be obtained;
(H) Breached any representation, warranty or covenant contained in this Agreement, or failed to perform any other action which may be required by this Agreement;
(I) Violated any federal or state tax law which causes a recapture of LIHTC, which cause for recapture was not previously approved by the Limited Partner or Special Limited Partner and the recaptured LIHTC exceed 20% of the total LIHTC; or
(J) Failed during any six-month period to during the Compliance Period to cause at least 85% of the total apartment units in the Project to qualify for LIHTC, unless such failure is the result of Force Majeure or unless such failure is cured within 120 days after the end of the six-month period.
(2) As provided in Section 6.2(a) hereof.
(b) Written notice of the removal for cause of the General Partner shall be served by the Special Limited Partner or the Limited Partner, or both of them, upon the General Partner either by certified or by registered mail, return receipt requested, or by personal service. Such notice shall set forth the reasons for the removal, if any, and the date upon which the removal is to become effective. Notwithstanding, if the removal for cause is pursuant to Sections 13.2(a) (1) (B), (E), (F), (G), or (H) then the General Partner shall have 90 days from receipt of the notice of removal from either the Limited Partner or the Special Limited Parenter to cure the cause for removal. If the cause for removal is not cured within the 90 ...
Removal of General Partner. A. Subject to Section 12.3, upon the Consent of the Depositary, which shall be given if the Consent of Unit Holders owning more than 50% of the outstanding Depositary Units is obtained, the power shall be vested in the Depositary to (a) remove the General Partner and (b) cause the General Partner, on behalf of the Limited Partnership, to Remove the Managing Partner.
(i) If the Unit Holders elect to Remove the General Partner as permitted under this Section, and further elect to continue the business of the Limited Partnership with one or more successor General Partners, the removed General Partner shall not be Removed until a successor General Partner has been selected by the Unit Holders and admitted to the Limited Partnership pursuant to Section 11.2.
(ii) Notwithstanding Section 3.7B, any General Partner who shall withdraw or be Removed from the Limited Partnership shall be released by any successor General Partner from all liability for Limited Partnership debts and obligations incurred by the Limited Partnership prior to the time of such Removal.
Removal of General Partner. In the event that the General Partner is removed as general partner of Gatherer pursuant to Section 11.2 of the Partnership Agreement under circumstances where cause (as such term is defined in Section 1.1 of the Partnership Agreement) for such removal does not exist and the General Partner does not consent to that removal, then Shipper and Affiliates shall have no obligation under this Agreement with respect to xxxxx drilled by Shipper on or after the effective date of such removal.
Removal of General Partner. The Limited Partner shall have no right, power, or authority to remove the General Partner.
Removal of General Partner. A. Subject to Section 12.3, the Unit Holders owning more than 50% of the outstanding Units, shall have the authority to, and shall, remove the General Partner.
(i) If the Unit Holders elect to remove the General Partner as permitted under this Section, and further elect to continue the business of the Partnership with one or more successor General Partners, the removed General Partner shall not be removed until a successor General Partner has been selected by the Unit Holders and admitted to the Partnership pursuant to Section 11.2.
(ii) Notwithstanding Section 3.6B, any General Partner who shall withdraw or be removed shall be released and indemnified by any successor General Partner from and against all liability for Partnership debts and obligations incurred by the Partnership prior to the time of such removal.
Removal of General Partner. The General Partner may not be removed by the Limited Partners.
