Common use of Withdrawal of a Partner Clause in Contracts

Withdrawal of a Partner. Except following a Transfer of a Partner's remaining Interest in compliance with this Article VIII and the Transfer Restrictions Agreement, no Limited Partner may voluntarily withdraw from the Partnership without the written consent of the General Partner. In granting such consent, the General Partner shall condition the withdrawal of the withdrawing Limited Partner on such matters as the General Partner may deem appropriate, and, in granting such consents, shall determine (i) the extent, if any, to which such withdrawing Limited Partners shall retain an interest in the Partnership; (ii) the terms and conditions on and timing of the return of such withdrawing Limited Partner's capital; and (iii) the extent, if any, to which such withdrawing Limited Partner shall remain obligated or liable for obligations and liabilities of the Partnership and/or at risk with respect to ongoing Partnership operations, but not beyond the obligations, liabilities, and risks such Partner had at the time of withdrawal. In the event a Limited Partner withdraws other than as the result of a Permitted Transfer or without General Partner approval, the other Partner Group may exercise their rights and remedies under this Agreement or the Transfer Restrictions Agreement. If such rights are not exercised, the Interest of the withdrawing Limited Partner shall be redeemed by the Partnership at the Fair Market Value of such Limited Partner's Interest as reasonably determined by the General Partner in good faith. The payment of the redemption price to the withdrawing Limited Partner may, at the discretion of the non-withdrawing Partner Group, be deferred until the end of the term of the Partnership or its earlier winding-up and dissolution. On the withdrawal of a Limited Partner from the Partnership in accordance with this Section, such Limited Partner shall cease to be a Partner for all purposes, except to the extent such Partner retains any obligation or liability for obligations and liabilities of the Partnership as described above.

Withdrawal of a Partner. Except following The Partnership shall be dissolved and its affairs wound up upon the assignment by the General Partner of all of its interest in the Partnership, withdrawal, removal, bankruptcy or any other event that causes the General Partner to cease to be a Transfer of a Partner's remaining Interest in compliance with this Article VIII and general partner under the Transfer Restrictions Agreement, no Limited Partnership Act (unless the Partnership is continued pursuant to Paragraph 17). The General Partner may voluntarily shall not withdraw from the Partnership without giving the Limited Partners one hundred twenty (120) days’ prior written consent notice. The death, incompetency, withdrawal, insolvency or dissolution of a Limited Partner shall not (in and of itself) dissolve the Partnership, and such Limited Partner, his estate, custodian or personal representative shall have no right to withdraw or value such Limited Partner’s interest in the Partnership except as provided in Paragraph 10 hereof. Each Limited Partner (and any assignee of such Partner’s interest) expressly agrees that in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive, the furnishing of any inventory, accounting, or appraisal of the assets of the Partnership and any right to an audit; provided, however, that this waiver in no way limits the rights of the Limited Partners or their representatives to have access to the Partnership’s books and records as described in Paragraph 8 hereof. If a General Partner withdraws as general partner and the Limited Partners elect to continue the Partnership, the withdrawing General Partner shall pay all expenses incurred as a result of its withdrawal. If the Partnership is continued pursuant to Paragraph 17, the General Partner will be responsible for all expenses resulting from its withdrawal or removal as a general partner. In the event of removal or withdrawal of the General Partner. In granting such consent, the General Partner shall condition the withdrawal is entitled to a redemption of the withdrawing Limited Partner on such matters as the General Partner may deem appropriate, and, in granting such consents, shall determine (i) the extent, if any, to which such withdrawing Limited Partners shall retain an its interest in the Partnership; (ii) Partnership at its Net Asset Value on the terms and conditions on and timing next Redemption Date following the date of the return of such withdrawing Limited Partner's capital; and (iii) the extent, if any, to which such withdrawing Limited Partner shall remain obligated or liable for obligations and liabilities of the Partnership and/or at risk with respect to ongoing Partnership operations, but not beyond the obligations, liabilities, and risks such Partner had at the time of withdrawal. In the event a Limited Partner withdraws other than as the result of a Permitted Transfer or without General Partner approval, the other Partner Group may exercise their rights and remedies under this Agreement removal or the Transfer Restrictions Agreement. If such rights are not exercised, the Interest of the withdrawing Limited Partner shall be redeemed by the Partnership at the Fair Market Value of such Limited Partner's Interest as reasonably determined by the General Partner in good faith. The payment of the redemption price to the withdrawing Limited Partner may, at the discretion of the non-withdrawing Partner Group, be deferred until the end of the term of the Partnership or its earlier winding-up and dissolution. On the withdrawal of a Limited Partner from the Partnership in accordance with this Section, such Limited Partner shall cease to be a Partner for all purposes, except to the extent such Partner retains any obligation or liability for obligations and liabilities of the Partnership as described abovewithdrawal.

Withdrawal of a Partner. Except following The Partnership shall be dissolved and its affairs wound up upon the assignment by the General Partner of all of its interest in the Partnership, withdrawal, removal, bankruptcy, or any other event that causes the General Partner to cease to be a Transfer of a Partner's remaining Interest in compliance with this Article VIII and general partner under the Transfer Restrictions Agreement, no Limited Partnership Act (unless the Partnership is continued pursuant to Paragraph 17). The General Partner may voluntarily shall not withdraw from the Partnership without giving the Limited Partners one hundred twenty (120) days’ prior written consent notice. The death, incompetency, withdrawal, insolvency or dissolution of a Limited Partner shall not (in and of itself) dissolve the Partnership, and such Limited Partner, his estate, custodian or personal representative shall have no right to withdraw or value such Limited Partner’s interest in the Partnership except as provided in Paragraph 10 hereof. Each Limited Partner (and any assignee of such Partner’s interest) expressly agrees that, in the event of his death, he waives on behalf of himself and his estate, and he directs the legal representative of his estate and any person interested therein to waive, the furnishing of any inventory, accounting, or appraisal of the assets of the Partnership and any right to an audit or examination of the books of the Partnership; provided, however, that this waiver in no way limits the rights of the Limited Partners or their representatives to have access to the Partnership’s books and records as described in Paragraph 8 hereof. If a General Partner withdraws as general partner and the Limited Partners elect to continue the Partnership, the withdrawing General Partner shall pay all expenses incurred as a result of its withdrawal. If the Partnership is continued pursuant to Paragraph 17, the General Partner will be responsible for all expenses resulting from its withdrawal or removal as a general partner. In the event of removal or withdrawal of the General Partner. In granting such consent, the General Partner shall condition the withdrawal is entitled to a redemption of the withdrawing Limited Partner on such matters as the General Partner may deem appropriate, and, in granting such consents, shall determine (i) the extent, if any, to which such withdrawing Limited Partners shall retain an its interest in the Partnership; (ii) Partnership at its Net Asset Value on the terms and conditions on and timing next Redemption Date following the date of the return of such withdrawing Limited Partner's capital; and (iii) the extent, if any, to which such withdrawing Limited Partner shall remain obligated or liable for obligations and liabilities of the Partnership and/or at risk with respect to ongoing Partnership operations, but not beyond the obligations, liabilities, and risks such Partner had at the time of withdrawal. In the event a Limited Partner withdraws other than as the result of a Permitted Transfer or without General Partner approval, the other Partner Group may exercise their rights and remedies under this Agreement removal or the Transfer Restrictions Agreement. If such rights are not exercised, the Interest of the withdrawing Limited Partner shall be redeemed by the Partnership at the Fair Market Value of such Limited Partner's Interest as reasonably determined by the General Partner in good faith. The payment of the redemption price to the withdrawing Limited Partner may, at the discretion of the non-withdrawing Partner Group, be deferred until the end of the term of the Partnership or its earlier winding-up and dissolution. On the withdrawal of a Limited Partner from the Partnership in accordance with this Section, such Limited Partner shall cease to be a Partner for all purposes, except to the extent such Partner retains any obligation or liability for obligations and liabilities of the Partnership as described abovewithdrawal.

Withdrawal of a Partner. Except following a Transfer of a Partner's remaining Interest in compliance with this Article VIII and the Transfer Restrictions Agreement, no No Limited Partner may voluntarily withdraw from the Partnership prior to the dissolution and winding up of the Partnership, unless the General Partners unanimously agree otherwise. If such Limited Partner is also the sole General Partner, the Limited Partner may not withdraw without the unanimous written consent of the other Limited Partners. If (a) the General Partner. In granting such consentPartners unanimously agree to allow a Limited Partner to withdraw from the Partnership, (b) a court of competent jurisdiction orders or otherwise allows a Limited Partner to withdraw from the Partnership, or (c) a Limited Partner is otherwise permitted to withdraw from the Partnership, the General Partner shall condition the withdrawal of the withdrawing Limited Partner on such matters as the General Partner may deem appropriate, and, in granting such consents, shall determine Partners hereby agree that (iw) the extent, if any, to which such withdrawing Limited Partners shall retain an interest in the Partnership; (ii) the terms and conditions on and timing of the return of such withdrawing Limited Partner's capital; and (iii) the extent, if any, to which such withdrawing Limited Partner shall remain obligated or liable for obligations and liabilities must give the Partnership at least six (6) months notice of the Partnership and/or at risk with respect to ongoing Partnership operationseffective date of such withdrawal, but not beyond the obligations, liabilities, and risks such Partner had at the time of withdrawal. In the event a Limited Partner withdraws other than as the result of a Permitted Transfer or without General Partner approval, the other Partner Group may exercise their rights and remedies under this Agreement or the Transfer Restrictions Agreement. If such rights are not exercised, the Interest of (x) the withdrawing Limited Partner shall be redeemed by receive the Partnership at fair value of his, her or its limited partnership interest in the Fair Market Value of such Limited Partner's Interest as reasonably Partnership, (y) “fair value” shall mean the value determined by an independent qualified appraiser selected in the sole discretion of the General Partner in good faith. The payment Partners using some form of the redemption price discounted cash flow method of appraisal (with such appraisal also taking into account minority interest, lack of marketability and any other applicable discounts) and (z) the fair value of said limited partnership interest shall be paid to the withdrawing Limited Partner mayin the form of an installment note, payable in equal annual installments over fifteen (15) years, at an interest rate equal to the discretion lowest rate which will at the time avoid the federal imputation of interest rules (i.e., the nonlong-withdrawing term applicable federal rate). No General Partner Group, be deferred until the end of the term of the Partnership or its earlier winding-up and dissolution. On the withdrawal of a Limited Partner may withdraw from the Partnership in accordance with at any time without the unanimous written consent of the remaining General Partners or, if none, the unanimous written consent of the remaining Limited Partners. Any attempted withdrawal from the Partnership by a General Partner which is not otherwise authorized pursuant to this SectionAgreement shall be a material breach of this Agreement and shall entitle the Partnership to recover from a withdrawing General Partner damages for such breach of this Agreement which shall be offset against the fair value of such general partnership interest. A General Partner permitted to withdraw from the Partnership shall remain liable for any and all obligations and liabilities incurred before or while said General Partner was a General Partner of the Partnership; provided, such Limited however, that said General Partner shall cease to be a Partner for all purposes, except to the extent such Partner retains not incur any obligation or liability for obligations and liabilities on account of the business of the Partnership as described aboveafter such withdrawal.