Withdrawal of Withdrawing Limited Partner Sample Clauses

Withdrawal of Withdrawing Limited Partner. The Withdrawing Limited Partner xxxxxx withdraws as a Partner of the Partnership. The Withdrawing Limited Partner represents and warrants that it has no interest in the Partnership and is not entitled to any fees, distributions, compensation or payments from the Partnership and that it has no interest in any property or assets of the Partnership. The Withdrawing Limited Partner shall be responsible for paying, on a timely basis, any and all transfer taxes that may be due and payable in connection with its withdrawal from the Partnership and shall indemnify, defend and hold harmless the Partnership from and against any and all claims, suits, actions, damages, costs, charges, losses, obligations, judgments and expenses of any nature whatsoever (including, without limitation, attorneys’ fees) which may be imposed upon, incurred by or asserted against the Partnership with respect to the failure to timely pay any such transfer taxes. The Withdrawing Limited Partner is joining in the execution of this Agreement solely to evidence its respective agreement to the provisions of this Section 1.5 and Section 5.1(a).
Sample 1
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Withdrawal of Withdrawing Limited Partner. (a) The General Partners and the Special Limited Partner, their principal offices and places of business, Capital Contributions and Percentage Interests are as follows: Related/Pueblo del Sol I Development Co., LLC $[100] 0.0059% c/o The Related Companies of California 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000 LOMOD PDS LLC 0000 Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx Xxx Xxxxxxx, XX 00000 $[281,298] 0.0001% Housing Promise Corporation $[100] 0.0040% 0000 Xxxxxxxx Xxxxxxxxx, 0xx Floor Los Angeles, CA 90057 If the Partnership has not paid all or any part of the Development Fee at the maturity date thereof as set forth in Section 8.12 and the Development Agreement, the Administrative General Partner shall on such maturity date make a Capital Contribution to the Partnership in an amount equal to such remaining balance, and the Partnership shall thereupon make a payment in an equal amount to pay off the balance of the Development Fee. The Capital Contributions of the General Partners and the Special Limited Partner shall be made as of the date hereof. As of the Closing Date, the Withdrawing Limited Partner xxxxxx withdraws from the Partnership as a Partner and acknowledges that it no longer has any Interest in, or rights or claims against, the Partnership as a Partner and that it has no Capital Account balance.
Sample 1
Withdrawal of Withdrawing Limited Partner. The Withdrawing Limited Partner hereby withdraws as a limited partner of the Partnership. Execution of this Agreement shall constitute acknowledgment by the Withdrawing Limited Partner that it has received from the Partnership the full amount set forth in its capital account.
Sample 1

Related to Withdrawal of Withdrawing Limited Partner

  • Withdrawal of Limited Partners No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).

  • Notice of Withdrawal Agent will return to any person tendering the Shares, in the manner described in Article I, Section 8 hereof, any Shares tendered by such person but duly withdrawn pursuant to the Offer to Purchase. To be effective, Agent must receive a written notice of withdrawal at its address as set forth on the back page of the Offer to Purchase, within the time period specified for withdrawal in the Offer to Purchase or other method mutually agreed to by the Purchaser and Agent. Any notice of withdrawal must specify the name of the registered holder of the Shares to be withdrawn, the number of the Shares to be withdrawn and, if such Shares are represented by a physical certificate, the number of such certificate. Agent is authorized and directed to examine any notice of withdrawal to determine whether it believes any such notice may be defective. In the event Agent concludes that any such notice is defective it shall, after consultation with and on the instructions of the Purchaser, use reasonable efforts in accordance with its regular procedures to notify the person delivering such notice of such determination. All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by the Purchaser in its sole discretion, whose determination shall be final and binding. Any Shares withdrawn in accordance with the procedures set forth in this section shall no longer be considered to be properly tendered unless such Shares are re-tendered prior to the Expiration Date in accordance with Article I, Section 2 hereof.

  • Withdrawal of a Member For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Right of withdrawal If you are a consumer, you have the right to withdraw from the User Agreement without giving any reason and without penalty within 14 days of your account being opened. To do so, you must, within these 14 days, follow the process to close your account which will end the User Agreement. PayPal thinks consumers should have the choice to use our services or not so we don’t lock you into a contract. This is why, in addition to these mandatory rights, even after 14 days, you can end your agreement by closing your account. By making use of our services during the 14-day withdrawal period you require our services to be provided before the end of the 14-day right of withdrawal period. You will have to pay fees for the services you used (including during the 14-day withdrawal period) up until you close your account and withdraw your balance, if any. All pending transactions will be cancelled when you close your account. See the section “Closing your PayPal account” in the User Agreement for more details.

  • Withdrawal of Resignation An Employee who has terminated her employment through resignation, may withdraw her resignation within three (3) days of the time it was submitted to the Employer.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

  • Effect of Withdrawal The Company shall not be dissolved by the dissolution or other event of withdrawal of a Member if any Member remains to carry on the business of the Company.

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