Partner Withdrawal Sample Clauses

Partner Withdrawal. (a) Notwithstanding any provision in this Agreement to the contrary, upon written demand by the General Partner, a Partner shall either (i) reduce its total Commitment to the amount of its Commitment which has been funded (at which time the Schedule of Partners shall be deemed amended to reflect such reduction), (ii) have the distributions to which such Partner would otherwise be entitled be deposited into an escrow account or (iii) withdraw from the Partnership (such Partner being a “Withdrawing Partner”), effective immediately (the “Forced Withdrawal Date”), at the time and in the manner hereinafter provided, if the General Partner shall obtain and deliver to the affected Partner an opinion of counsel to the effect that the Partnership or the General Partner bears a material risk that it would be in violation of any applicable law, rule, regulation, order, directive, special measure that may be required by government regulators, or interpretation thereof by the appropriate regulatory authority having jurisdiction, and to which the Partnership or General Partner is subject, by continuing to have such Partner as a Partner. In the event of the issuance and delivery of such opinion of counsel, the General Partner shall promptly provide to each Partner a copy thereof, together with a copy of the written demand of the General Partner sent to the affected Partner.
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Partner Withdrawal. Any PARTNER may withdraw, in part or in full, from the PARTNERSHIP at any time. Notification of withdrawal must be made in writing. Funds shall be withdrawn from the SPECIAL BANK ACCOUNT of the PARTNERSHIP, shall be based on the most recent valuation of the PARTNERSHIP at the time, and shall be transferred to the bank account of record of the withdrawing partner. The PARTNERSHIP shall continue to function as a taxable entity so long as enough CAPITAL remains to do so, regardless of the withdrawals of individual PARTNERS.
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Partner Withdrawal. (a) Except in connection with a transfer of all of a Partner’s Units in accordance with this Agreement, withdrawal by a Partner shall not be permitted.
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Partner Withdrawal. No Partner shall be entitled to withdraw as a Partner from the Partnership except pursuant to a transfer of its entire Interest pursuant to and as permitted by this Agreement or upon Dissolution and completion of the subsequent liquidation, winding up and termination of the Partnership and its business. Except as otherwise provided in this Agreement, no Partner may withdraw any of its Capital Contributions or the balance in its Capital Account without the Approval of Partners, which may be withheld in their sole discretion.
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Partner Withdrawal. (1) Notwithstanding any provision in this Agreement to the contrary, upon written demand by the General Partner, a Partner shall either (i) reduce its total Committed Capital Contributions to the amount of its Committed Capital Contributions which has been funded (at which time the Schedule of Partners shall be deemed amended to reflect such reduction), (ii) have the distributions to which such Partner would otherwise be entitled be deposited into an escrow account or (iii) withdraw from the Partnership (such Partner being a “Withdrawing Partner”), effective on the date as determined by the General Partner which shall be at least thirty (30) days following such written demand by the General Partner (the “Forced Withdrawal Date”), at the time and in the manner hereinafter provided, if the General Partner shall obtain and deliver to the affected Partner an opinion of counsel to the effect that the Partnership or the General Partner bears a material risk that it would be in violation of any applicable law, rule, regulation, order, directive, special measure that may be required by government regulators, or interpretation thereof by the appropriate regulatory authority having jurisdiction, and to which the Partnership or General Partner is subject, by continuing to have such Partner as a Partner. In the event of the issuance and delivery of such opinion of counsel, the General Partner shall promptly provide to each Partner a copy thereof, together with a copy of the written demand of the General Partner sent to the effected Partner.
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Related to Partner Withdrawal

  • Demand Withdrawal A Holder may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of notices from all Initiating Holders to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement.

  • Distribution Upon Withdrawal No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

  • Voluntary Withdrawal If any Partner should withdraw from the Partnership, they must give at least days’ written notice to the Partnership. Such withdrawal shall have no effect on the day-to-day operations of the Partnership.

  • Withdrawal of Limited Partner No Limited Partner may withdraw from the Partnership other than as a result of a permitted transfer of all of such Limited Partner’s Partnership Units in accordance with this Article XI or pursuant to redemption of all of its Partnership Units under Section 8.6.

  • 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 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.

  • Withdrawal of Member Notwithstanding anything to the contrary herein, the Member shall not withdraw as a member of the Company, and no event set forth in Section 5.4 shall cause or be deemed to cause the withdrawal of the Member from the Company. Any purported withdrawal by the Member shall be null and void.

  • Interest and Withdrawal No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon termination of the Partnership may be considered as such by law and then only to the extent provided for in this Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners agree within the meaning of Section 17-502(b) of the Delaware Act.

  • 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 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.

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