Common use of TRANSFERABILITY OF A GENERAL PARTNER'S INTEREST Clause in Contracts

TRANSFERABILITY OF A GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of a General Partner; Transfer of Interests A. A General Partner may be removed in the manner specified in Section 5.3A herein. B. No General Partner may voluntarily withdraw or retire from its position as a General Partner of the Fund unless another General Partner (including any Additional or Successor General Partner admitted pursuant to Section 6.2) remains, and unless (i) counsel for the Fund is of the opinion that such voluntary retirement or withdrawal from the Fund win not cause the Fund: (a) to be dissolved under the Act; (b) to be classified other than as a partnership for federal income tax purposes; or (c) to terminate for federal income tax purposes; and (ii) the approval of the remaining General Partner(s) and the Consent of the Investors to such voluntary retirement or withdrawal is obtained. C. A General Partner who voluntarily retires or withdraws from the Fund in violation of this Section 6.1 shall be and remain liable to the Fund and the Partners for damages resulting from the General Partner's breach of this Agreement, and, without limitation of remedies, the Fund may offset such damages against the amounts otherwise distributable to the retiring or withdrawing General Partner. D. No General Partner shall have the right to sell, exchange, or otherwise dispose of all or any portion of its Interest unless the proposed assignee or transferee of all or a portion of the Interest of such General Partner is admitted as a Successor or Additional General Partner to the Fund pursuant to the provisions of Section 6.2 prior to any such sale, exchange or other disposition. E. The voluntary retirement or withdrawal of a General Partner shall become effective only upon (i) receipt by the Fund of the opinions of counsel referred to in Section 6.1(B)(i); (ii) receipt by the Fund of the approval and consent referred to in Section 6.1B(ii); and (iii) the amendment of the Fund's Certificate to reflect such withdrawal or retirement and its filing for recordation.

TRANSFERABILITY OF A GENERAL PARTNER'S INTEREST. Section 6.1 Removal, Voluntary Retirement or Withdrawal of a General Partner; Transfer of Interests A. A General Partner may be removed in the manner specified in Section 5.3A herein. B. No General Partner may voluntarily withdraw or retire from its position as a General Partner of the Fund Partnership unless another General Partner (including any Additional or Successor General Partner admitted pursuant to Section 6.2) remains, and unless (i) counsel for the Fund Partnership is of the opinion that such voluntary retirement or withdrawal from the Fund win Partnership will not cause the FundPartnership: (a) to be dissolved under the Act; (b) to be classified other than as a partnership for federal income tax purposes; or (c) to terminate for federal income tax purposes; and (ii) the approval of the remaining General Partner(s) Partners, if any, and the Consent Majority Vote of the Investors to such voluntary retirement or withdrawal is obtained. C. A If a General Partner who voluntarily retires or withdraws from the Fund Partnership in violation of this Section 6.1 6.1, it shall be and remain liable to the Fund Partnership and the Partners for damages resulting from the General Partner's its breach of this Agreement, and, without limitation of remedies, the Fund Partnership may offset such damages against the amounts otherwise distributable to the retiring or withdrawing such General Partner. D. No General Partner shall have the right to sell, exchange, or otherwise dispose of all or any portion of of-its Interest unless the proposed assignee or transferee of all or a portion of the Interest of such General Partner is admitted as a Successor or Additional General Partner to the Fund Partnership pursuant to the provisions of Section 6.2 prior to any such sale, exchange or other disposition. E. The voluntary retirement or withdrawal of a General Partner shall become effective only upon (i) receipt by the Fund Partnership of the opinions of counsel referred to in Section 6.1(B)(i); (ii) receipt by the Fund Partnership of the approval and consent referred to in Section 6.1B(ii); and (iii) the amendment of the FundPartnership's Certificate to reflect such withdrawal or retirement and its filing for recordation.