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<br /> <br />~~ ~~~~~~ <br />61 <br />ure, (1) subject to Section 23.2, the status of each General <br />gartner shall, without further action and without the neces- <br />sity to execute any further documents or instruments, auto- <br />matically change to that of a limited partner, but such <br />General Partner shall continue to be treated as a General <br />Partner for purposes of all credits, charges, distributions, <br />loans and capital contributions required or permitted under <br />this Agreement, and (2) they, or any of them, shall, within <br />90 days after such failure, appoint a person(s) meeting such <br />requirenwnts and reasonab?~ approved by two thirds of the <br />Limited Partners (determined in accordance with capital <br />contributions) as an additional General Partner(s) of the <br />Partnership, and shall promptly assign to such person{s) a <br />portion (which shall not be nominal) of his, its or their <br />in,erest(s) in the Partnership upon such terms and conditions <br />as such person(s) and he or they may agree. The failure of <br />the General Partners to satisfy their obligations under this <br />Section 23.1 shall render the General Partners jointly and <br />severally liable to the Partnership and/or each of the Lim- <br />ited Partners for any damages incurred, including, without <br />limitation, any adverse tax consequences (including timing <br />differences) incurred in connection with such failure. <br />23.1.1 Zn computing any damages result- <br />ing from the failure of the General Partners to duly satisfy <br /> <br />.J <br /> <br />