Outgoing Partner definition
Examples of Outgoing Partner in a sentence
Should the General Partner or its Affiliate fail to purchase any portion or all of the Interest offered to it pursuant to the provisions hereof, then at the expiration of the 20-day period, the Outgoing Partner shall be entitled to assign for a period of 30 days, its Interest, or any portion thereof not purchased by the General Partner or its Affiliate, to the third-party purchaser but in no event for a price less than, or upon terms more favorable than, stated in the offer under Section 10.1.
Upon the successful arrangement by the LLP Manager with the Issuer and the dilution of shares in the Issuer held by the Partnership in relation to the Outgoing Partner, the Outgoing Partner shall cease to be a Partner in the Partnership.
Within the three (3) months’ notice, the LLP Manager shall arrange with the Issuer with regard to the dilution of shares in the Issuer held by this Partnership in relation to the Outgoing Partner.
The Continuing Partners shall pay to the Outgoing Partner the undrawn balance of the Outgoing Partner's share of the net profits of the Partnership at the Outgoing Date as follows.
Such interest shall, unless otherwise agreed by all the Continuing Partners accrue to the Continuing Partners in the proportions in which they are entitled inter se to the profits of the Partnership on the Outgoing Date (adjusted to exclude the Outgoing Partner for this purpose).
The Continuing Partners shall keep the Outgoing Partner and his estate and effects indemnified against all such debts and liabilities (save for those excluded as aforesaid) and all actions proceedings costs claims and demands in respect thereof.
The Outgoing Partner shall deliver to the Continuing Partners all books of account records, clients’ files and other documents in his possession relating to the Partnership but during the period of three years following the Outgoing Date the Outgoing Partner or his duly authorised agent shall be permitted to inspect by appointment books of account, records, letters and other documents of the Partnership so far as they relate to any period preceding the Outgoing Date.
If such excess is greater than the amount owed to the Outgoing Partner, the Outgoing Partner shall forthwith repay the balance to Partnership and until such repayment, it shall bear interest at 2 per cent per annum over the base rate for the time being of the Partnership’s bankers from the Outgoing Date.
The Continuing Partners shall pay and discharge all debts and liabilities of the Partnership arising after the Outgoing Date excluding any debt or liability in respect of any claim arising out of any wrongful act or omission of the Partners or any of them to the extent that such claim is attributable to any wrongful act or omission while the Outgoing Partner was a Partner and is not covered by insurance.
Such debt or liability shall be divided between the Continuing Partners and the Outgoing Partner (where relevant) in accordance with their respective shares of the profits at the time the debt or liability was incurred.