Remaining Partner definition

Remaining Partner or “Remaining Partners,” as applicable, means each of the other Partners who or which own an Interest at a time when a Partner undergoes a Termination Event.
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Remaining Partner has the meaning set forth in Section 16.2(a).
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Examples of Remaining Partner in a sentence

  • In the event the Remaining Partner declines to purchase the Selling Partner's Interest, the Remaining Partner may elect to have the Joint Venture dissolved and terminated pursuant to Sections 5.1 and 5.2.

  • Failure of the other Partners to deliver such notice electing to purchase the entire Interest of the Terminated Party within such period shall constitute an election not to purchase the Interest of the Terminated Partner pursuant to this Section 9.6.2. Upon election by the Remaining Partner to purchase the Interest of the Terminated Partner, the purchase and sale of the Terminated Partner’s Interest shall be consummated pursuant to the provisions of Sections 9.9 through 9.14.

  • In any case in which a sole Remaining Partner shall consent to the continuation of the business of the Partnership pursuant to this Section 7.1, such Remaining Partner may admit one or more additional Partners (an “Additional Partner”) without obtaining the consent of the Partner with respect to whom the Termination Event shall have occurred if, but for this sentence of Section 7.1, such Remaining Partner would otherwise have been the sole Partner of the Partnership after such Termination Event.

  • The option of the Remaining Partner to purchase the Interest of the Selling Partner shall be exercised by serving notice of intention to purchase upon the Selling Partner within forty-five (45) days after receiving notice of the Event of Default or notice of nonconsent or withdrawal, as the case may be.

  • If, within 10 days after receipt of the Notice of Proposed Transfer, the Remaining Partner questions such determination, then the Fair Market Value, as defined herein, of such other property shall be determined and shall constitute the Property Value.

  • Each Remaining Partner shall have the right (the "Co-Sale Right") to sell a pro rata share of the Partnership Interests owned by such Remaining Partner as follows: at least thirty (30) days prior to any sale of Partnership Interests by the Selling Partner, the Selling Partner shall notify each Remaining Partner in writing (the "Notice of Offer") of its determination to sell Partnership Interests to one or more third parties (the "Purchasers").

  • Except as set forth in Section 16.2(i), at such closing, the Proposing Partner shall, and hereby covenants to, transfer its interest in the Venture to the Remaining Partner free and clear of any and all liens, mortgages, pledges, security interests or other restrictions or encumbrances ("Encumbrances") other than Encumbrances arising out of Venture financing.

  • If a Remaining Partner does not elect to purchase its proportionate percentage, then the other Remaining Partner(s) shall have the right to purchase such share.

  • In the case of a Remaining Partner who has disposed of that Partner's entire Partnership Interest to an Assignee, but has not ceased to be a Partner as provided below, the Sharing Ratio of such Assignee shall be considered in determining a Majority of the Remaining Partners and such Remaining Partner's vote or consent shall be determined by such Sharing Ratio.

  • If any Remaining Partner fails to deliver such an opinion within the required thirty (30) day period, it shall be deemed that such Remaining Partner has determined that the adequate financial capability of the Proposed Transferee has been demonstrated.

Related to Remaining Partner

  • Selling Partner has the meaning set forth in Section 8.5.

  • Departing Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

  • Remaining Members has the meaning set forth in Section 11.2.

  • Managing Partner means Geodyne Production Company, a Delaware corporation, and any other Person admitted as additional or Substituted Managing Partner pursuant to Article Six of this Agreement.

  • Dating partner means any person involved in an intimate association with another individual that is primarily characterized by the expectation of affectionate involvement, whether casual, serious, or long-term.