Bankruptcy of the General Partner Sample Clauses

Bankruptcy of the General Partner. Upon the Bankruptcy or dissolution of the General Partner, (a) the General Partner or its legal representative shall give Notice to the Limited Partners of such event and shall automatically, with or without delivery of such Notice, become a special Limited Partner with no power, authority or responsibility to bind the Partnership or to make decisions concerning, or manage or control, the affairs of the Partnership, and the recorded certificate of the Partnership shall be amended to reflect such fact, and (b) such Person as may be selected by a majority of the Percentage Interests of the Limited Partners within 90 days of the date of the event that caused the General Partner to become a special Limited Partner shall be admitted to the Partnership as a successor General Partner (effective as of the date of the Bankruptcy or dissolution of the prior General Partner) and such successor shall continue the business of the Partnership without dissolution, in which case the Commitment Period shall terminate. If a successor General Partner selected by a majority of the Percentage Interests of the Limited Partners is not admitted to the Partnership within such 90-day period, the Partnership shall dissolve in accordance with Article X. In the case of a conversion of the General Partner to a special Limited Partner and continuance of the Partnership without dissolution, each of the special Limited Partner and the Advisory Committee shall select one Expert, and such Experts shall jointly select a third Expert, which jointly selected Expert shall determine the Fair Value of the special Limited Partner’s Interest as of the effective date it became a special Limited Partner, taking into account all Profits, Losses, gains, deductions, distributions and other credits and charges (other than fees) to which the special Limited Partner was and would be entitled under this Agreement if all Investments of the Partnership were sold on the effective date of creation of the special Limited Partner for their Fair Value and the proceeds were distributed on such date pursuant to this Agreement. Thereafter, the special Limited Partner shall be entitled to a percentage of all future Profits, Losses, gains, deductions, distributions and other credits and charges of the Partnership equal to the quotient of (x) the Fair Value of the special Limited Partner’s Interest as of the date it was created divided by (y) the amounts which would be available to all Partners as of such date as determ...
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Bankruptcy of the General Partner. The General Partner hereby agrees and covenants that it will not file or otherwise commence bankruptcy proceedings prior to the appointment of a successor General Partner who shall agree to be bound by the provisions of this Agreement. Any filing or commencement of bankruptcy proceedings in respect of the General Partner shall not be effective until such time as a successor is appointed in accordance with Section 4.8. The Fund and the Unitholders shall have the right to enforce this Section 4.10 without the consent or joinder of the General Partner and the General Partner and any successor general partner hereby consent to any equitable remedies, including temporary and/or permanent injunctions or specific performance preventing such filings or proceedings. Upon the bankruptcy of the General Partner, the successor to the General Partner hereby covenants and agrees to continue the business of the Fund without interruption.
Bankruptcy of the General Partner. Notwithstanding any provision of this Agreement to the contrary, to the fullest extent permitted by law, the Bankruptcy of the General Partner shall not cause such General Partner to cease to be the General Partner of the Partnership, and upon the occurrence of such an event, the Partnership shall continue without dissolution.

Related to Bankruptcy of the General Partner

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Reimbursement of the General Partner (a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Withdrawal of the General Partner (a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “Event of Withdrawal”);

  • Ownership of the General Partner Teekay Holdings directly owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner, as amended on or prior to the date hereof (the “General Partner LLC Agreement”), and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 51 of the Xxxxxxxx Islands Limited Liability Company Act); and Teekay Holdings owns such membership interest free and clear of all Liens.

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Rights Obligations and Powers of the General Partner 6.1 Management of the Partnership.

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