Withdrawing Partners definition

Withdrawing Partners has the meaning set forth in Section 15.1.H hereof.
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Examples of Withdrawing Partners in a sentence

  • In the event of any Withdrawal by a General Partner in violation of this Section 7.1, such General Partner, in addition to being subject to any and all other legal remedies which may be pursued by the Partners, shall forfeit to the Special Limited Partner or its designee, such General Partner's Interest and all unpaid fees from the Partnership and shall remain liable for all of the Withdrawing Partner's obligations under this Agreement.

  • The deposit will be applied to the Withdrawing Partner's actual share of such costs when they are ultimately incurred with the Withdrawing Partner remaining liable for its share of the ultimate costs if they are greater than the deposit.

  • If the deposit is greater than the Withdrawing Partner's actual share, the difference will be refunded.

  • On the Closing Date, the Partnership and the Withdrawing Partner shall execute such commercially reasonable documents and instruments of conveyance as may be necessary or appropriate to confirm the redemption of the Withdrawing Partner's interest in the Partnership, and the Withdrawal of the Withdrawing Partner as a Limited Partner as of the Closing Date.

  • From and after the effective date of this Agreement, the Withdrawing Partners hereby withdraw from the Partnership and Linpro is hereby admitted to the Partnership as a general partner, subject to the terms and provisions of this Agreement.

  • Withdrawing Partner's distributive share of Partnership's income, gain, loss, deduction, and other items for the fiscal year of Partnership ending December 31, 1996 shall be determined on the basis of an interim closing of the books of the Partnership as of the Effective Time and shall not be based upon a proration of such items for the entire fiscal year.

  • Accordingly, no further documentation or action is needed or shall be required in order to make Withdrawing Partner's sale, assignment, transfer, conveyance, and delivery of the Redeemed Interest to Partnership, or its withdrawal from Partnership, effective, but Withdrawing Partner shall execute, acknowledge, and deliver all further documents which Partnership may reasonably deem necessary or appropriate to effect such sale, assignment, transfer, conveyance, and delivery.

  • The remaining partners agree that the Withdrawing Partners may withdraw from the Partnership without giving six (6) months’ prior notice as required in Section 8 of the Partnership Agreement, and all of the partners agree the withdrawal shall be effective as of the close of business on December 31, 1997.

  • Linpro hereby agrees to assume (to the same extent that the Withdrawing Partner had liability thereon as if it and not the Withdrawing Partner had executed the Original Partnership Agreement), all of the Withdrawing Partner's liabilities, obligations and responsibilities under the Original Partnership Agreement, provided, however, the limitation of liability language contained in Section 20.18 of the Original Partnership Agreement shall also apply to Linpro Building.

  • The Partnership shall obtain the consent of Seafirst Bank to the withdrawal of the Withdrawing Partners from the Partnership as promptly as practicable under (a) that certain Amended and Restated Loan Agreement dated as of July 28, 1993, as amended, by and among Seattle-First National Bank, Regional Disposal Company, Rabanco Companies, Limited, and Xxxxxx X.

Related to Withdrawing Partners

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Managing Partner means KKR Management LLC, a Delaware limited liability company.

  • General Partners means all such Persons.

  • Former Partner means (i) with respect to a Partner that is a trust, a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.78; (ii) with respect to a Partner that is an Entity, a Partner that has ceased to be a Qualified Entity, and has become a Former Partner, pursuant to the terms of Section 1.18; (iii) a Partner that has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.7; (iv) a Partner that has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.74; and (v) a Partner that ceases to be a Participating Stockholder with respect to the Class B Shares of each Company in which the Partnership owns Class B Shares.

  • Defaulting Limited Partner has the meaning provided in Section 5.2(c) hereof.

  • 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.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • Tendering Partner shall have the meaning set forth in Section 8.6.A.

  • Limited Partners means all such Persons.

  • Partners means the General Partner and the Limited Partners.

  • Departing General 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 Section 11.2.

  • Class A Limited Partner means EPCO Holdings, Inc., a Delaware corporation, and its successors and assigns.

  • Non-Lead Sponsor means the Note A-2 Holder in its capacity as the sponsor with respect to the Non-Lead Securitization Note in connection with the Non-Lead Securitization.

  • General Partner has the meaning set forth in the Preamble.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Initiating Member has the meaning set forth in Section 7.5.

  • Faculty Member means any person hired by the college or District to conduct classroom or teaching activities or who is otherwise considered by the college to be a member of faculty.

  • Defaulting Partner shall have the meaning set forth in Section 9.1.

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

  • Non-Managing Member means any Member other than the Managing Member.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.

  • Full Member means any person who is in one of the categories of membership referred to in Rule 10.3.

  • Founding Members means the collective reference to American Multi-Cinema, Inc., a Missouri corporation, Cinemark Media, Inc., a Delaware corporation, and Regal CineMedia Holdings, LLC, a Delaware limited liability company.