Common use of Withdrawal of a Partner Clause in Contracts

Withdrawal of a Partner. Partners may not withdraw (in whole or in part) from the Partnership prior to its dissolution and winding up. Upon the death, dissolution and winding up, bankruptcy or insolvency or the appointment of a guardian over a Partner (the “Withdrawing Partner”), the other Partners shall continue the business of the Partnership under the same name and for the account of such Partners and the beneficial interest corresponding to such partners’ interest in all assets that are legally owned by the General Partner for the benefit of the Partnership shall be deemed to be allotted to such other Partners; provided that at the time there is at least one remaining general partner of the Partnership or a new general partner has been appointed. The Partnership shall not be obligated to make any payments or distributions to a Withdrawing Partner or cause a Coop or Subsidiary of a Coop to repay any Direct Loans due to such Partners or their Affiliates. Except as expressly provided in this Agreement, no other event affecting a Partner shall, in and of itself, affect its obligations under this Agreement or affect the Partnership.

Withdrawal of a Partner. Partners may not withdraw (in whole or in part) from the Partnership prior to its dissolution and winding up. Upon the death, dissolution and winding up, bankruptcy or insolvency or the appointment of a guardian over a Partner (the “Withdrawing Partner”), the other Partners shall continue the business of the Partnership under the same name and for the account of such Partners and the beneficial interest corresponding to such partners’ interest in all assets that are legally owned by the General Partner for the benefit of the Partnership shall be deemed to be allotted to such other Partners; provided that at the time there is at least one remaining general partner of the Partnership or a new general partner has been appointed. The Partnership shall not be obligated to make any payments or distributions to a Withdrawing Partner or cause a Coop or Subsidiary of a Coop to repay any Direct Loans due to such Partners or their AffiliatesPartner. Except as expressly provided in this Agreement, no other event affecting a Partner shall, in and of itself, affect its obligations under this Agreement or affect the Partnership.