Common use of Removal of General Partner Clause in Contracts

Removal of General Partner. The General Partner may be removed upon the affirmative vote of a majority of the Units held by the Limited Partners. Any such action by the Limited Partners for removal of the General Partner shall be subject to (i) payment of the value of the removed General Partner’s Capital Account and (ii) the election of a successor General Partner as provided in Section 9.2. Such removal shall be effective subsequent to the admission of the successor General Partner pursuant to Section 8.8. The right of the Limited Partners to remove the General Partner pursuant to this Section 9.1 shall not exist or be exercised unless the Partnership has received an opinion of counsel that the removal of such General Partner and the selection of a successor General Partner would not result in the loss of limited liability of the Limited Partners or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes.

Removal of General Partner. The General Partner may be removed upon the affirmative vote of a majority of the Units Interests held by the Limited Partners. Any such action by the Limited Partners for removal of the General Partner shall be subject to (i) payment of the value of the removed General Partner’s Capital Account and (ii) the election of a successor General Partner as provided in Section 9.2. Such removal shall be effective subsequent to the admission of the successor General Partner pursuant to Section 8.8. The right of the Limited Partners to remove the General Partner pursuant to this Section 9.1 shall not exist or be exercised unless the Partnership has received an opinion of counsel that the removal of such General Partner and the selection of a successor General Partner would not result in the loss of limited liability of the Limited Partners or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes.

Removal of General Partner. The General Partner may be removed upon the affirmative vote of a majority of the Units held by the Limited PartnersPartner if and only if there is a nonappealable, final adjudication by a court of competent jurisdiction finding that the General Partner is guilty of fraud, willful malfeasance or gross negligence in the management of the affairs of the Partnership. Any such action by the Limited Partners Partner for removal of the General Partner shall be subject to (i) payment of the value of the removed General Partner’s Capital Account in writing and (ii) shall provide for the election of a successor General Partner as provided in Section 9.2Partner. Such removal shall be effective subsequent to the admission of the successor General Partner pursuant to Section 8.811.1. The right of the Limited Partners Partner to remove the General Partner pursuant to this Section 9.1 shall not exist or be exercised unless the Partnership has received an opinion of counsel that the removal of such the General Partner and the selection of a successor General Partner would not result in the loss of limited liability of the Limited Partners Partner or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes.

Removal of General Partner. The General Partner may be removed upon the affirmative vote of a majority of the Units Interests held by the Limited Partners. Any such action by the Limited Partners for removal of the General Partner shall be subject to (i) the payment of the value of the removed General Partner’s Capital Account capital account (if any) and (ii) the election of a successor General Partner as provided in Section 9.2. Such removal shall be effective subsequent to the admission of the successor General Partner pursuant to Section 8.88.7. The right of the Limited Partners to remove the General Partner pursuant to this Section 9.1 shall not exist or be exercised unless the Partnership has received an opinion of counsel that the removal of such General Partner and the selection of a successor General Partner would not result in the loss of limited liability of the Limited Partners or cause the Partnership to be treated as an association taxable as other than a corporation “disregarded entity” for federal income tax purposes.