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

Termination of Status as General Partner. (a) The General Partner shall cease to be a General Partner upon the first to occur of (i) the bankruptcy of the General Partner; (ii) the Transfer of the General Partner’s entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a); (iii) the involuntary Transfer by operation of law of such General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) (iv) the vote of a majority of the Limited Partners to approve a request by such General Partner to retire, or (v) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has committed any act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. 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 an Interest as a result of a Transfer. If a Person ceases to be a General Partner for any reason under this Agreement, such Person shall continue to be liable as a General 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.

Termination of Status as General Partner. (a) The A General Partner shall cease to be a General Partner upon the first to occur of (i) the bankruptcy Bankruptcy of the General such Partner; (ii) the Transfer of the General such Partner’s entire Interest as a General Partner, ; provided that the transferee of such Interest is admitted as a substituted General Partner pursuant to Section 9.3(a)11.2(b) hereof; (iii) the involuntary Transfer by operation of law of such General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) (iv) the vote of a majority of the Limited Partners to approve a request by such General Partner to retire, or (v) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has committed a material breach of this Agreement, or committed any other act or suffered any other condition condition, in each case that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event a Person ceases to be a General Partner without having Transferred transferred its entire Interest as a General Partner, such Person shall be treated as an unadmitted transferee of an Interest as a result assignee of a TransferPartnership Interest in accordance with Section 10.7 hereof. If a Person General Partner ceases to be a General Partner for any reason under this Agreementhereunder, such Person shall continue to be liable as a General 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.

Termination of Status as General Partner. (a) The A General Partner shall cease to be a General Partner upon the first to occur of (i) the bankruptcy of the General such Partner; (ii) the Transfer of the General such Partner’s entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a)9.6; (iii) the involuntary Transfer by operation of law of such General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) (iv) the vote of a majority of the Limited Partners to approve a request by such General Partner to retire, or (v) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has committed a material breach of this Agreement or its representations and warranties hereunder 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 DelawareIndiana. 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 assignee of an Interest as a result of a TransferTransfer that is not a Permitted Transfer pursuant to Section 9.2. If a Person ceases to be a General Partner for any reason under this Agreement, such Person shall continue to be liable as a General 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 contingentcontingent provided, however, that the assets of any General Partner shall be subject to the protection of the Act. 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.

Termination of Status as General Partner. (a) The General Partner shall cease to be a General Partner upon the first to occur of (i) the bankruptcy Bankruptcy of the General such Partner; , (ii) the Transfer of the General Partner’s 's entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a); 10.06 hereof, (iii) the involuntary Transfer by operation of law of such the General Partner’s entire 's Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) or (iv) the vote of a majority all of the Limited Partners to approve a request by such the General Partner to retire, or (v) withdraw. In 55 50 the vote of a majority of event the Limited Partners to remove such General Partner after such General Partner has committed any act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. 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 an a Partnership Interest as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.04. If a Person the General Partner ceases to be a General Partner for any reason under this Agreement, such Person shall continue to be liable as a General 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 contingentcontingent provided, however, that the assets of such Person shall be subject to the protection of Section 17-403(d) of the Act. 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.

Termination of Status as General Partner. (a) The General Partner shall cease to be a General Partner upon the first to occur of (i) the bankruptcy Bankruptcy of the General such Partner; , (ii) the Transfer of the General Partner’s entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a); 10.06 hereof, (iii) the involuntary Transfer by operation of law of such the General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) or (iv) the vote of a majority all of the Limited Partners to approve a request by such the General Partner to retire, or (v) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has committed any act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delawarewithdraw. In the event a Person the General Partner 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 an a Partnership Interest as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.04 hereof. If a Person the General Partner ceases to be a General Partner for any reason under this Agreement, such Person shall continue to be liable as a General 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 contingentcontingent provided, however, that the assets of such Person shall be subject to the protection of Section 17-403(d) of the Act. 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.

Termination of Status as General Partner. (a) The A General Partner shall cease to be a General Partner upon the first earliest to occur of of: (i) the bankruptcy retirement of its entire Interest in accordance with Section 11.08; (ii) the Bankruptcy of the General Partner; (iiiii) the Transfer of the General Partner’s 's entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a11.02 (so long as a substitute General Partner is admitted pursuant to Section 11.06 at or prior to such time); (iiiiv) the involuntary Transfer by operation of law of such General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) 's Interest; (ivv) the vote of a majority all of the Limited other Partners to approve a request by such General Partner to retire, withdraw; or (vvi) the vote of a majority of the Class A Limited Partners Partner to remove such General Partner after such General Partner has committed attempted to make a Transfer of its Interest that is not permitted under Section 11.02. If, at any act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event time, 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 an Interest as a result of a Transfer (other than a Permitted Transfer) pursuant to Section 11.04. If a Person who is General Partner ceases to be a General Partner for any reason under this Agreement, such Person shall continue to be liable as a General Partner for all debts debts, obligations and obligations liabilities of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts debts, obligations or liabilities were known or unknown, actual or contingent, unless the substitute General Partner therefor has unconditionally agreed to be liable for all such debts, obligations and liabilities to the 34 same extent as if such substitute General Partner had itself incurred such debts, obligations and liabilities. A Person shall not be liable as a General Partner for debts, obligations or liabilities of the Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, 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 means, and the Partnership is authorized, in addition to any other remedies it may have at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, obligations or liabilities.

Termination of Status as General Partner. (a) The A General Partner shall cease to be a General Partner upon the first earliest to occur of of: (i) the bankruptcy retirement of its entire Interest in accordance with Section 11.08; (ii) the Bankruptcy of the General Partner; (iiiii) the Transfer of the General Partner’s 's entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a11.02 (so long as a substitute General Partner is admitted pursuant to Section 11.06 at or prior to such time); (iiiiv) the involuntary Transfer by operation of law of such General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) 's Interest; (ivv) the vote of a majority all of the Limited other Partners to approve a request by such General Partner to retire, withdraw; or (vvi) the vote of a majority of the Class A Limited Partners Partner to remove such General Partner after such General Partner has committed attempted to make a Transfer of its Interest that is not permitted under Section 11.02. If, at any act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware. In the event time, 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 an Interest as a result of a Transfer (other than a Permitted Transfer) pursuant to Section 11.04. If a Person who is General Partner ceases to be a General Partner for any reason under this Agreement, such Person shall continue to be liable as a General Partner for all debts debts, obligations and obligations liabilities of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts debts, obligations or liabilities were known or unknown, actual or contingent, unless the substitute General Partner therefor has unconditionally agreed to be liable for all such debts, obligations and liabilities to the same extent as if such substitute General Partner had itself incurred such debts, obligations and liabilities. A Person shall not be liable as a General Partner for debts, obligations or liabilities of the Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations, 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 means, and the Partnership is authorized, in addition to any other remedies it may have at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations, obligations or liabilities.

Termination of Status as General Partner. (a) The General Partner shall cease to be a General Partner upon the first to occur of (i) the bankruptcy Bankruptcy of the General such Partner; , (ii) the Transfer of the General Partner’s entire Interest as a General Partner, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a); 10.06 hereof, (iii) the involuntary Transfer by operation of law of such the General Partner’s entire Interest in the Partnership, provided that the transferee is admitted as a substituted General Partner pursuant to Section 9.3(a) or (iv) the vote of a majority all of the Limited Partners to approve a request by such the General Partner to retire, or (v) the vote of a majority of the Limited Partners to remove such General Partner after such General Partner has committed any act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delawarewithdraw. In the event a Person the General Partner 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 an a Partnership Interest as a result of a Transfer (other than a Permitted Transfer) of an Interest pursuant to Section 10.04 hereof. If a Person the General Partner ceases to be a General Partner for any reason under this Agreement, such Person shall continue to be liable as a General 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; provided, however, that the assets of such Person shall be subject to the protection of Section 17-403(d) of the Act. 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.