upon the effectiveness of such reorganization, the Managing Directors immediately before such reorganization become managers, managing directors, executive officers or other officials of the successor with management status comparable to their positions with the predecessor General Partner;
(iv) the Partnership receives an opinion of counsel to the effect that such reorganization will not affect the status of the Partnership as being a partnership for federal income tax purposes and not an association or a publicly traded partnership taxable as a corporation, and a copy of such opinion is furnished to all Limited Partners; and
(v) the members of the General Partner shall agree in writing that the liability, if any, of such members of the General Partner for the liabilities of the General Partner under this Agreement shall not be affected by such reorganization as to any matters arising before or after such reorganization; provided, however, that no Person that is a member of the General Partner shall be obligated to remain a member, equity holder, manager, managing director, executive officer or other official of the General Partner either before or after any such reorganization.
(b) Upon the execution and delivery of such amendment by the successor entity and the predecessor General Partner and the effectiveness of such reorganization, (x) the successor entity shall thereby be admitted as the General Partner of the Partnership, (y) the entire general partner interest of the predecessor in the Partnership shall be transferred to the successor and (z) the predecessor shall cease to be the general partner of the Partnership or to have any interest in the Partnership. The reorganization of the General Partner, including, without limitation, admission of the successor and the withdrawal of the predecessor, shall not cause a dissolution of the Partnership. The admission of such successor General Partner shall not adversely affect the treatment for United States federal income tax purposes of the Partnership.