Termination of Status as General Partner Clause Samples

Termination of Status as General Partner. The General Partner shall cease to be the General Partner upon the occurrence of any of the following events: (i) the transfer of its general interest in the Partnership pursuant to Section 5.1, (ii) the vote by the Limited Partner to remove such General Partner for good cause (which shall mean gross negligence or fraud in failure to comply with any material covenant or agreement contained in this Agreement), and delivery to the General Partner of written notice of such vote, (iii) the bankruptcy of the General Partner or the filing of a certificate of dissolution, or its equivalent, or (iv) the involuntary transfer by operation of law of the General Partner's interest in the Partnership.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first of: (i) the Bankruptcy or dissolution of a General Partner; (ii) the involuntary Transfer operation of law of such General Partner’s Interest in the Partnership; (iii) the vote of all of the remaining General Partners, if any, and a majority in interest of the Limited Partners to remove such General Partner after such General Partner has attempted to make a Transfer of its Partnership Interest that is not permitted by Section 9.3 hereof, engaged in intentional misconduct or gross negligence in the discharge of its duties as General Partner, intentionally failed to meet its material obligations or covenants under the Act or this Agreement, conducted its own business or affairs or those of the Partnership in such a manner as would intentionally cause the termination of the Partnership for federal income tax purposes or would cause it to be treated as an “association” taxable as a corporation for federal income tax purposes, committed a material breach of this Agreement or applicable law, or committed any other act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Texas or would cause the General Partner to cease being a general partner under the Act: or (iv) a Withdrawal, or a Permitted or non-Permitted Transfer pursuant to Section 9.2 through 9.4 hereof. In the event a Person ceases to be a General Partner without having Transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted transferee of a Partnership Interest as a result of an unpermitted Transfer (but recognized) of an Interest pursuant to Section 9.4 hereof. (b) If a General Partner ceases to be a Partner for any reason hereunder such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership that have accrued or that exist at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means, and the Partnership is authorized, in addition to any other remedies at law or in equity, to a...

Termination of Status as General Partner. A General Partner shall cease to be a General Partner upon the first to occur of: (a) the withdrawal by a General Partner from the Partnership; (b) the majority vote of the Partners to remove such General Partner; (c) the making of an assignment for the benefit of creditors by a General Partner; (d) the filing of a voluntary petition in bankruptcy by a General Partner; (e) an adjudication that a General Partner is bankrupt or insolvent; (f) the commencement of any proceeding for the relief of debtors by or against a General Partner; (g) the involuntary Transfer by operation of law of such General Partner’s interest in the Partnership; (h) the death or adjudication of incompetency of a General Partner; or (i) the permanent disability of a General Partner due to illness, age, or other cause so that she cannot, in the opinion of her personal physician, continue to perform her duties hereunder. In the event a Person ceases to be a General Partner without having Transferred her entire interest as a General Partner, such Person shall be treated as an unadmitted transferee of a Partnership interest.

Termination of Status as General Partner. (a) Cessation of General Partner—A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner, (ii) the Transfer of such Partner's General Partner's interest, provided that the transferee of such General Partner's Interest is admitted as a substituted General Partner pursuant to Section 11.3(b)—Admission of General Partner's Transfer of this Agreement, (iii) the involuntary Transfer by operation of law of such Partner's General Partner's Interest, (iv) the vote of a majority in interest of the Limited Partners to remove such General Partner after such General Partner has attempted to make a Transfer of its General Partner's Interest that is not permitted by Section 11.3 Permitted Transfers, committed a material breach of this Agreement, committed any other act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Texas, or, in the case of a corporate General Partner, there is a Change in Control of the General Partner. In the event a Person ceases to be a General Partner without having Transferred its entire General Partner's Interest, such Person shall be treated as a unadmitted transferee of a Partnership interest

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the occurrence of any of the following: (i) the Transfer of such Partner's entire Interest as a Partner in a Permitted Transfer (in which event the transferee of such Interest shall be admitted as a successor General Partner and a Limited Partner upon compliance with Section 13.3), (ii) the agreement of the Partners permitting such General Partner to withdraw, (iii) an Adverse Act occurs or is continuing with respect to such Partner following the Initial Buildout Completion Date, or (iv) in the case of CPP, if its Percentage Interest is less than eight percent (8%). In the event a Person ceases to be a General Partner pursuant to subparagraph (ii), (iii) or (iv) above, the Interest of such Person as a General Partner shall automatically and without any further action by the Partners be converted into an Interest solely as a Limited Partner, and such Partner shall thereafter be an Exclusive Limited Partner. (b) The Partners intend that the Partnership not dissolve as a result of the cessation of any Person's status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 15 shall govern. -100- December 12, 1996

Termination of Status as General Partner. A General Partner shall cease to be a General Partner upon the first to occur of (i) the transfer of all of such Partner’s general partnership interest; (ii) a General Partner’s death, permanent disability or mental incompetence; (iii) the withdrawal of such Partner as a General Partner if permitted by law (although in breach of this Agreement); or (iv) the removal of such Partner as a General Partner by Partners holding a majority of the percentage interests in the partnership (without regard as to whether the interest is held as a General Partner or Limited Partner) after such Partner has attempted to make a transfer of his general partnership interest which is prohibited by this Agreement, committed a material breach of this Agreement, or committed any other act or suffered any other condition that would justify a decree of dissolution of the partnership under Delaware law. The general partnership interest of a deceased, disabled, mentally incompetent or removed General Partner shall be treated as that of a transferee of a limited partnership interest. If the right of the holders of a majority in interest of the percentage interests in the partnership to remove a General Partner for cause is disputed, the dispute shall be determined by arbitration under the arbitration provisions of this Agreement hereinafter set forth. In case of a dispute, no General Partner shall be removed until such time as there is a decision of the arbitrator upholding the right of the holders to remove the General Partner and the General Partner may continue to participate in partnership decisions unless there is a preliminary order of the arbitrator suspending the General Partner’s right to do so pending resolution of the dispute.

Termination of Status as General Partner. (a) The General Partner shall cease to be the General Partner upon the first to occur of (i) any event that causes the General Partner to cease to be a General Partner under section 4.02 of the Limited Partnership Act, including the Bankruptcy of such Partner, (ii) the Transfer of such Partner's General Partnership Interest, or (iii) a vote of a Two-Thirds Majority Interest to remove the General Partner. (b) If the General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown, actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities.