Partner Withdrawals definition
Partner Withdrawals. Any Partner (the "Former Partner") may withdraw as a member of the Partnership at any time on or after the Withdrawal Right Date by giving written notice thereof to the Partnership. The notice shall specify the date (the "Date of Withdrawal") on which the withdrawal of the Former Partner from the Partnership shall be effective. The Former Partner shall cease to be a member of the Partnership on the Date of Withdrawal and shall thereafter have no rights under this agreement, except to receive from the Partnership the amount referred to below. Except for such amount and except as otherwise specifically provided below, the Former Partner shall not, after the Date of Withdrawal, be entitled to receive any amounts from the Partnership nor to share in any Taxable Income, Taxable Losses and Separately Stated Amounts. Within 180 days following the end of the Withdrawal Fiscal Period, the Partnership shall pay to the Former Partner, without interest, the fair market value of the Former Partner's Capital Account balance at the Date of Withdrawal. All Taxable Income, Taxable Losses and Separately Stated Amounts for the Withdrawal Fiscal Period shall be allocated among the Partners, including the Former Partner, as follows:
(a) the Taxable Income, Taxable Losses and Separately Stated Amounts for the entire Withdrawal Fiscal Period shall be apportioned between the period prior to and including the Date of Withdrawal and the period after the Date of Withdrawal based on the number of days in the Withdrawal Fiscal Period prior to and including the Date of Withdrawal and the number of days in the Withdrawal Fiscal Period after the Date of Withdrawal;
(b) the portion of the Taxable Income, Taxable Losses and Separately Stated Amounts for the period prior to and including the Date of Withdrawal shall be allocated among the Partners, including the Former Partner, as set out in clause 9; and
(c) the portion of the Taxable Income, Taxable Losses and Separately Stated Amounts for the period after the Date of Withdrawal shall be allocated among the Partners, excluding the Former Partner, as set out in clause 9. Notwithstanding the foregoing, the Managing Partner may, but has no obligation whatsoever to agree to permit a Partner to withdraw as a member of the partnership prior to the Withdrawal Right Date. If the Managing Partner agrees to permit such a withdrawal, all of the foregoing provisions of this clause shall apply to the withdrawal, with the withdrawing Partner being the ...