TERMINATED PARTNER Sample Clauses

TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisions applicable by reason of becoming a Defaulting Partner (including Sections 7.9.5 and 8.1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, [37] 42 appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by e...
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TERMINATED PARTNER. As defined in Section 9.6.1.
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TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisions
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TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such
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TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section
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Related to TERMINATED PARTNER

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • FINRA Affiliation There is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

  • PARTNER The term “Partner” shall mean any person who is a General Partner or a Limited Partner in the Partnership.

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

  • Successor General Partner Upon the occurrence of an event giving rise to a Withdrawal of a General Partner, any remaining General Partner, or, if there be no remaining General Partner, the Withdrawing General Partner or its legal representative, shall promptly notify the Special Limited Partner of such Withdrawal (the "Withdrawal Notice"). Whether or not the Withdrawal Notice shall have been sent as provided herein, the Special Limited Partner shall have the right to become a successor General Partner (and to become the successor managing General Partner if the Withdrawing General Partner was previously the managing General Partner). In order to effectuate the provisions of this Section 13.4 and the continuance of the Partnership, the Withdrawal of a General Partner shall not be effective until the expiration of 120 days from the date on which occurred the event giving rise to the Withdrawal, unless the Special Limited Partner shall have elected to become a successor General Partner as provided herein prior to expiration of such 120-day period, whereupon the Withdrawal of the General Partner shall be deemed effective upon the notification of all the other Partners by the Special Limited Partner of such election.

  • Controlled Group All trades or businesses (whether or not incorporated) under common control that, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

  • FINRA Affiliations There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company.

  • Domestic Partner An employee may elect to cover a Registered Domestic Partner or Non-registered domestic partner under the County’s health, dental or vision plans. To cover a Registered Domestic Partner, the employee must submit a copy of the State Registration Certificate to Employee Benefits. Any premium paid by the County on behalf of the Registered Domestic Partner or the Registered Domestic Partner’s dependent(s) will be considered taxable income for Federal taxes pursuant to the provisions of the Internal Revenue Code but will not be considered taxable income for State taxes, pursuant to the California Revenue and Taxation Code. To cover a Non-registered domestic partner or the non- registered domestic partner’s dependent(s), the employee must meet and agree to the specifications set forth on an “Affidavit for Enrollment of Domestic Partners.” The employee must submit the affidavit to the Employee Benefits Division of the Department of Human Resources. Any premium paid by the County on behalf of the domestic partner or the domestic partner’s dependent(s) shall be considered taxable income for Federal and State taxes to the employee with domestic partner coverage pursuant to the provisions of the Internal Revenue Code and the California Revenue and Taxation Code.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • By the Company Other than for Cause The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon notice to the Executive.

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