REMOVAL AND RESIGNATION OF THE MANAGING GENERAL PARTNER Sample Clauses

REMOVAL AND RESIGNATION OF THE MANAGING GENERAL PARTNER. AND THE LIQUIDATION GENERAL PARTNER 36 ARTICLE 12 DISSOLUTION OF PARTNERSHIP 38 ARTICLE 13 AMENDMENTS 39 ARTICLE 14 CONFIDENTIALITY 41 ARTICLE 15 MISCELLANEOUS 42 SCHEDULES BY AND AMONG:
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REMOVAL AND RESIGNATION OF THE MANAGING GENERAL PARTNER. AND THE LIQUIDATION GENERAL PARTNER 37 Section 11.1 Assignment of Interest of Managing GP 37 Section 11.2 Removal of Managing GP 37 Section 11.3 Resignation of Managing GP or the Liquidation GP 38 Section 11.4 Transfer to New Managing GP 38 Section 11.5 Release 38 Section 11.6 Transfer of Title to New Managing GP 38 Section 11.7 New Managing GP 39 ARTICLE 12 DISSOLUTION OF PARTNERSHIP 39 Section 12.1 Events of Dissolution. 39 Section 12.2 Events Not Causing Dissolution. 39 Section 12.3 Receiver 39 Section 12.4 Liquidation of Assets and Distribution of Proceeds of Liquidation. 40 Section 12.5 Termination of Partnership. 40 ARTICLE 13 AMENDMENTS 40 Section 13.1 Generally 40 Section 13.2 Amendments by Managing GP 41 Section 13.3 Notice of Amendment 42 ARTICLE 14 CONFIDENTIALITY 42 Section 14.1 Confidentiality 42 ARTICLE 15 MISCELLANEOUS 43 Section 15.1 Effective Time 43 Section 15.2 Notices. 43 Section 15.3 Time of the Essence 45 Section 15.4 Third Party Beneficiaries 46 Section 15.5 Bond Trustee 46 Section 15.6 Binding Effect 46 Section 15.7 Further Assurances. 46 Section 15.8 Limited Partner Not A GP 46 Section 15.9 Waiver 47 Section 15.10 Successors and Assigns. 47 Section 15.11 Severability 47 Section 15.12 Governing Law 47 Section 15.13 Counterparts and Electronic Execution. 47 Section 15.14 No Personal Liability for Limited Partners. 47 Section 15.15 Submission to Jurisdiction. 47 Schedule 1 – Additional Representations and Warranties Schedule 2 – Asset Coverage Test Schedule 3 – Amortization Test Schedule 4 – Pre-Maturity Test Schedule 5 – Pre-Acceleration Revenue Priority of Payments Schedule 6 – Pre-Acceleration Principal Priority of Payments Schedule 7 – Guarantee Priority of Payments Schedule 8 – Priority of Payments when Covered Bonds Repaid Schedule 9 – Method for Sale of Selected Portfolio Assets Schedule 10 – Valuation Calculation Schedule 11 – OC Valuation THIS LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of LBC Covered Bond (Legislative) Guarantor Limited Partnership (the “Partnership”) is made as of the 21st day of April, 2021. (1) LBC Covered Bond (Legislative) GP Inc. (the “Managing GP” or “LBC GP”), a corporation incorporated under the laws of Canada; (▇) ▇▇▇▇▇▇▇▇ Canada Inc. (the “Liquidation GP”), a corporation incorporated under the laws of Canada; (3) Laurentian Bank of Canada (the “Limited Partner” or the “Bank”), a bank named in Schedule I to the Bank Act (Canada); (4) Computershare Trust Company of Canada (the “Bond Trustee”), ...
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REMOVAL AND RESIGNATION OF THE MANAGING GENERAL PARTNER 
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Related to REMOVAL AND RESIGNATION OF THE MANAGING GENERAL PARTNER

  • Removal and Resignation Any officer of the Company may be removed as such, with or without cause, by the Managers at any time. Any officer of the Company may resign as such at any time upon written notice to the Company. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time is specified therein, at the time of its receipt by the Managers.

  • Removal and Resignation of Officers Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

  • Removal Resignation Section 6.01 Removal of Asset Representations Reviewer 13 Section 6.02 Appointment of Successor 13 Section 6.03 Merger or Consolidation of, or Assumption of the Obligations of, the Asset Representations Reviewer 14 Section 6.04 Asset Representations Reviewer Not to Resign 14 Section 6.05 Cooperation of Asset Representations Reviewer 15

  • 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 60 days after the removal of the General Partner. In such case, the fair market value of the removed General Partner’s General Partnership Interest shall be the average of the two appraisals closest in value. (c) The General Partnership Interest of a removed General Partner, during the time after default until transfer under Section 7.04(b), shall be converted to that of a special Limited Partner; provided, however, such removed General Partner shall not have any rights to participate in the management and affairs of the Partnership, and shall not be entitled to any portion of the income, expense, profit, gain or loss allocations or cash distributions allocable or payable, as the case may be, to the Limited Partners. Instead, such removed General Partner shall receive and be entitled only to retain distributions or allocations of such items that it would have been entitled to receive in its capacity as General Partner, until the transfer is effective pursuant to Section 7.04(b). (d) All Partners shall have given and hereby do give such consents, shall take such actions and shall execute such documents as shall be legally necessary and sufficient to effect all the foregoing provisions of this Section 7.04.

  • Appointment, Removal and Resignation of the Guarantee Trustee (a) Subject to Section 3.2(b), the Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor except during an Event of Default. (b) The Guarantee Trustee shall not be removed in accordance with Section 3.2(a) until a Successor Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Guarantee Trustee and delivered to the Guarantor. (c) The Guarantee Trustee appointed to office shall hold office until a Successor Guarantee Trustee shall have been appointed or until its removal or resignation. The Guarantee Trustee may resign from office (without need for prior or subsequent accounting) by an instrument in writing executed by the Guarantee Trustee and delivered to the Guarantor, which resignation shall not take effect until a Successor Guarantee Trustee has been appointed and has accepted such appointment by an instrument in writing executed by such Successor Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee Trustee. (d) If no Successor Guarantee Trustee shall have been appointed and accepted appointment as provided in this Section 3.2 within 60 days after delivery of an instrument of removal or resignation, the Guarantee Trustee resigning or being removed may petition any court of competent jurisdiction for appointment of a Successor Guarantee Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Successor Guarantee Trustee. (e) No Guarantee Trustee shall be liable for the acts or omissions to act of any Successor Guarantee Trustee. (f) Upon termination of this Guarantee or removal or resignation of the Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall pay to the Guarantee Trustee all amounts owing to the Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of such termination, removal or resignation.