Withdrawal of General Partner. (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).
(b) Each General Partner shall indemnify and hold harmless the Partnership and all Partners from its Withdrawal in violation of Section 13.1(a) hereof. Each General Partner shall be liable for damages to the Partnership resulting from its Withdrawal in violation of Section 13.1(a).
Withdrawal of General Partner. The withdrawal of any person as a General Partner for any reason does not constitute a breach of this Agreement. The withdrawing General Partner then becomes a Limited Partner and will retain the economic interest (previously held as a General Partner) as a Limited Partner. If after the withdrawal, there remains other General Partner(s), these General Partner(s) will continue the business of the Limited Partnership. "
Withdrawal of General Partner. The General Partner hereby agrees that it will not withdraw from the Partnership as General Partner, except in connection with, and contemporaneously with or following, a Transfer of its Interest in accordance with the provisions of Section 7.1 or 7.2 and the admission of the Transferee as a Partner pursuant to Section 7.3.
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...
Withdrawal of General Partner. The General Partner covenants and agrees that it will not withdraw as the General Partner of the Partnership for the term of the Partnership except as permitted under this Agreement.
Withdrawal of General Partner. (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner including but not limited to any Person who has by merger, consolidation or otherwise, acquired substantially all of the General Partner's assets or stocks and continued its business or terminated its business immediately after said merger, consolidation or otherwise. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).
(b) Each General Partner shall indemnify and hold harmless the Partnership and all Partners from its Withdrawal in violation of Section 13.1(a) hereof. Each General Partner shall be liable for damages to the Partnership resulting from its Withdrawal in violation of Section 13.1(a).
Withdrawal of General Partner. The General Partner may withdraw from the Partnership at any time, in its sole discretion, by giving one (1) year prior written notice to the Partnership.
Withdrawal of General Partner. The General Partner shall not withdraw as the Partnership’s general partner unless otherwise provided herein.
Withdrawal of General Partner. The General Partner shall not withdraw as the Partnership's general partner except as follows:
(a) The General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the effective date of the transfer of all of its General Partnership Interest in a transfer permitted under the Investors Agreement.
(b) The General Partner may withdraw as the Partnership's general partner by delivering a notice of withdrawal to the Partners. Such notice shall state the effective date of the General Partner's withdrawal, which date shall be not less than 90 days subsequent to the date such notice is mailed, and shall set forth rules and procedures for the nomination and election of a Successor General Partner pursuant to Section 12.2. Unless such notice is earlier revoked, the General Partner shall be deemed to have withdrawn as the Partnership's general partner upon the earlier of (i) the effective date stated in such notice, or (ii) the date a Successor General Partner is admitted to the Partnership pursuant to Section 11.3.
(c) The General Partner shall have no right to withdraw as the Partnership's general partner without the consent of a majority of the Class A Common Units. If the General Partner withdraws as the Partnership's general partner in violation of this Section 12.1, the damages for which it may be held liable under Section 17-602 of the Delaware Act (or otherwise as a result of such withdrawal) shall be limited to the forfeiture of its General Partnership Interest.
Withdrawal of General Partner. The General Partner shall not withdraw from the Partnership without the approval of the Limited Partners holding a majority of the outstanding Class A Common Units.
