Common use of Termination of Status as General Partner Clause in Contracts

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 apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (c) It is the intention of the Partners that the Partnership not dissolve is a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if a dissolution nevertheless occurs under the Act, the Partnership’s property, business and affairs shall continue to be held and conducted in a new limited partnership under this Agreement, with any remaining General Partners as general partners, the Limited Partners as limited partners, and any unadmitted assignees of Interests as “Interest Holders”. Notwithstanding any provision of the Act to the contrary, each Partner and Interest Holder (including any successor to the Partnership Interest of a General Partner) hereby: (i) waives any right that such Person may have as a result of any such unintended dissolution to demand or receive an accounting of the Partnership or any distribution in satisfaction of such Person’s Interest in the Partnership or any security for the return or distribution thereof; and (ii) agrees to indemnify and hold the Partnership and each other Partner and Interest Holder wholly and completely harmless from all costs or damage (including, without limitation, legal fees and expenses of enforcing this indemnity) that any such indemnified Person may incur as a result of any action inconsistent with part (i) of this sentence. (d) Notwithstanding any provision to the contrary herein, if a Person ceases to be a General Partner, the remaining General Partner shall refile the Certificate as if the Partnership had dissolved as a result of such cessation and a new limited partnership were formed to this Agreement to hold the Property and continue the business and affairs of the Partnership. (e) If, at the time a Person ceases to be a General Partner, such Person is also a Limited Partner or an Interest Holder with respect to interests other than its Interest as General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Limited Partner Interests.

Termination of Status as General Partner. (a) A General Partner shall cease to be a General Partner upon the first to occur of: (i) the Bankruptcy or dissolution of a General Partner; (ii) the involuntary Transfer by 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 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 apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, or liabilities. (c) It is the intention of the Partners that the Partnership not dissolve is as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if a dissolution nevertheless occurs under the Act, the Partnership’s property, business and affairs shall continue to be held and conducted in a new limited partnership under this Agreement, with any remaining General Partners as general partners, the Limited Partners as limited partners, and any unadmitted assignees of Interests as “Interest Holders”. Notwithstanding any provision of the Act to the contrary, each Partner and Interest Holder (including any successor to the Partnership Interest of a General Partner) hereby: (i) waives any right rights that such Person may have as a result of any such unintended dissolution to demand or receive an accounting of the Partnership or any distribution in satisfaction of such Person’s Interest in the Partnership or any security for the return or distribution thereof; and (ii) agrees to indemnify and hold the Partnership and each other Partner and Interest Holder wholly and completely harmless from all costs or damage (including, without limitation, legal fees and expenses of enforcing this indemnity) that any such indemnified Person may incur as a result of any action inconsistent with part (i) of this sentence. (d) Notwithstanding any provision to the contrary herein, if a Person ceases to be a General Partner, the remaining General Partner shall refile the Certificate as if the Partnership had dissolved as a result of such cessation and a new limited partnership were formed pursuant to this Agreement to hold the Property and continue the business and affairs of the Partnership. (e) If, at the time a Person ceases to be a General Partner, such Person is also a Limited Partner or an Interest Holder with respect to interests other than its Interest as a General Partner, such cessation shall not affect such Person’s rights and obligations with respect to such Limited Partner Interests.