Common use of Consequences of Withdrawal Clause in Contracts

Consequences of Withdrawal. (a) Upon the Withdrawal of any General Partner, the Withdrawn General Partner or his estate or legal representatives shall be entitled to receive from (1) any positive balance in his or its Capital Account (as adjusted to the date of such Withdrawal), (2) any amounts due and owing to it or him by the Partnership less any amounts due and owing by it or him to the Partnership, and (3) the remaining balance, if any, of fees payable as and when due pursuant to this Agreement or any other written agreements between the Partnership and such General Partner in his capacity as General Partner; however, the Withdrawn General Partner shall not be entitled to any such fees which had not yet been earned by him prior to his Withdrawal. The right of a General Partner, his estate or legal representatives to payment of said amounts and fees shall be subject to any claim for damages which the Partnership or any Partner may have against such General Partner, his estate or legal representative if such Withdrawal is in contravention of this Agreement. (b) Each General Partner hereby covenants and agrees, in the event of his Withdrawal, to transfer to a Substitute General Partner selected as provided in Section 9.5 hereof or to the remaining General Partner or General Partners, such portion, if any, of his General Partnership Interest as may be required to assure that the Partnership will meet the minimum general partnership interest requirement for the continued treatment of the Partnership as a partnership under the then applicable provisions of the Code and any applicable procedures, regulations, rules and rulings (including published private rulings) thereunder. Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest. Such payments shall be in addition to any amounts payable pursuant to Section 9.3(a) hereof by the Partnership. Any portion of such Withdrawn General Partner's Interest which is not required to be transferred as aforesaid may be retained by such Withdrawn General Partner, or his estate or legal representatives as appropriate. Such Withdrawn General Partner, or his estate or legal representatives, shall be treated as a Limited Partner in the Partnership in respect of any such retained Interest.

Consequences of Withdrawal. (a) Upon the Withdrawal of any General Partner, the Withdrawn General Partner or his estate or legal representatives shall be entitled to receive from from the Partnership (1i) any positive balance in his or its Capital Account (as adjusted to the date of such Withdrawal), (2ii) any amounts due and owing to it or him by the Partnership less any amounts due and owing by it or him to the Partnership, and (3iii) the remaining balance, if any, of fees payable as and when due pursuant to this Agreement or any other written agreements between the Partnership and such General Partner in his capacity as General Partner; however, the Withdrawn General Partner shall not be entitled to any such fees which had not yet been earned by him prior to his Withdrawal. The right of a General Partner, his estate or legal representatives to payment of said amounts and fees shall be subject to any claim for damages which the Partnership or any Partner may have against such General Partner, his estate or legal representative if such Withdrawal is in A-27 contravention of this Agreement. Valuation of a Withdrawn General Partner's Interest shall be in accordance with the provisions of Section 13.4 hereof. (b) Each General Partner hereby covenants and agrees, in the event of his Withdrawal, to transfer to a Substitute General Partner selected as provided in Section 9.5 hereof or to the remaining General Partner or General Partners, such portion, if any, of his General Partnership Partner Interest as may be required to assure that the Partnership will meet the minimum general partnership interest requirement for the continued treatment of the Partnership as a partnership under the then applicable provisions of the Code and any applicable procedures, regulations, rules and rulings (including published private rulings) thereunder. Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest. Such payments shall be in addition to any amounts payable pursuant to Section 9.3(a) hereof by the Partnership. Any portion of such Withdrawn General Partner's Interest which is not transferred to a Substitute General Partner as aforesaid may be purchased by the Partnership. In the event of such a purchase, the Interests of the Withdrawn General Partner to be purchased shall be valued in accordance in Section 13.4 hereof as though such Withdrawn General Partner had been removed pursuant to Section 13.2 hereof, and shall be paid for by delivery of a note of the Partnership which shall be unsecured and non-interest bearing with principal payable, if at all, from distributions which the Withdrawn General Partner otherwise would have received under this Agreement had such Withdrawn General Partner not withdrawn. Any portion of the Withdrawn General Partner's interest which is not required to be transferred as aforesaid and which the Partnership does not elect to purchase may be retained by such Withdrawn General Partner, or his its estate or legal representatives as appropriate. Such In such event, the Withdrawn General Partner, or his its estate or legal representatives, shall be treated as a Limited Partner in the Partnership in respect of to any such retained Interest. (c) If the Withdrawal of a General Partner shall occur as part of a removal and replacement of such General Partner effected in accordance with Section 13 hereof, the provisions of said Section 13 shall govern to the extent (if any) that the provisions of said Section 13 are inconsistent with the provisions of this Section 9.3.

Consequences of Withdrawal. (a) Upon the Withdrawal of any General Partner, the Withdrawn General Partner or his estate or legal representatives shall be entitled to receive from from the Partnership (1i) any positive balance in his or its Capital Account (as adjusted to the date of such Withdrawal), (2ii) any amounts due and owing to it or him by the Partnership less any amounts due and owing by it or him to the Partnership, and (3iii) the remaining balance, if any, of fees payable as and when due pursuant to this Agreement or any other written agreements between the Partnership and such General Partner in his capacity as General Partner; however, the Withdrawn General Partner shall not be entitled to any such fees which had not yet been earned by him prior to his Withdrawal. The right of a General Partner, his estate or legal representatives to payment of said amounts and fees shall be subject to any claim for damages which the Partnership or any Partner may have against such General Partner, his estate or legal representative representatives if such Withdrawal is in contravention of this Agreement. Valuation of a Withdrawn General Partner's Interest shall be in accordance with the provisions of Section 13.4 hereof. (b) Each General Partner hereby covenants and agrees, in the event of his Withdrawal, to transfer to a Substitute General Partner selected as provided in Section 9.5 hereof or to the remaining General Partner or General Partners, such portion, if any, of his General Partnership Partner Interest as may be required to assure that the Partnership will meet the minimum general partnership interest requirement for the continued treatment of the Partnership as a partnership under the then applicable provisions of the Code and any applicable procedures, regulations, rules and rulings (including published private rulings) thereunder. Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest. Such payments shall be in addition to any amounts payable pursuant to Section 9.3(a) hereof by the Partnership. Any portion of such Withdrawn General Partner's Interest which is not required to be transferred as aforesaid may be retained by such Withdrawn General Partner, or his estate or legal representatives as appropriate. Such Withdrawn General Partner, or his estate or legal representatives, shall be treated as a Limited Partner in the Partnership in respect of to any such retained Interest. (c) If the Withdrawal of a General Partner shall occur as a part of a removal and replacement of such General Partner effected in accordance with Section 13 hereof, the provisions of said Section 13 shall govern to the extent (if any) that the provisions of said Section 13 are inconsistent with the provisions of this Section 9.3

Consequences of Withdrawal. (a) Upon withdrawal of the Withdrawal General Partner as such from the Partnership: (i) the Partnership shall pay to the withdrawn General Partner the fair market value of any the Partnership Interest then held by the General Partner, calculated in the Withdrawn General Partner or his estate or legal representatives shall be entitled to receive frommanner set forth in subsection (b), below, and payable as set forth in subsection (c), below; and (1ii) any positive balance in his or its Capital Account (as adjusted an amount equal to the date of such Withdrawal)difference between any Management Fees and other fees accrued but not yet paid to the General Partner, (2) any plus all other amounts due and owing to it or him the General Partner by the Partnership less Partnership, minus any amounts due and owing by it or him the General Partner to the Partnership, and (3) the remaining balance, if any, of fees payable as and when due pursuant to this Agreement or any other written agreements between the Partnership and such General Partner in his capacity as General Partner; however, the Withdrawn General Partner shall not be entitled to any such fees which had not yet been earned by him prior to his Withdrawal. The right of a General Partner, his estate or legal representatives to payment of said amounts and fees shall be subject payable in cash within 30 days of the date of withdrawal, by the debtor party to any claim for damages which the Partnership or any Partner may have against such General Partner, his estate or legal representative if such Withdrawal is in contravention of this Agreementcreditor party. (b) Each General Partner hereby covenants and agreesFor purposes of this Section 12.3, in the event of his Withdrawal, to transfer to a Substitute General Partner selected as provided in Section 9.5 hereof or to the remaining General Partner or General Partners, such portion, if any, of his General Partnership Interest as may be required to assure that the Partnership will meet the minimum general partnership interest requirement for the continued treatment of the Partnership as a partnership under the then applicable provisions of the Code and any applicable procedures, regulations, rules and rulings (including published private rulings) thereunder. Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest. Such payments the withdrawn General Partner's Partnership Interest shall be determined, in addition good faith, by the withdrawn General Partner and the Partnership, or, if they cannot agree, by arbitration in accordance with the then current rules of the American Arbitration Association. The expense of arbitration shall be borne equally by the withdrawn General Partner and the Partnership. (c) The method of payment to any amounts payable pursuant to Section 9.3(a) hereof by the General Partner upon withdrawal, whether voluntary or involuntary, must be fair and must protect the solvency and liquidity of the Partnership. Any portion When the withdrawal is voluntary, the method of such Withdrawn payment will be presumed to be fair if it provides for a non-interest-bearing, unsecured promissory note of the Partnership, with principal payable, if at all, from distributions that the withdrawn General Partner's Interest Partner otherwise would have received under the Partnership Agreement had the General Partner not withdrawn. When the withdrawal is involuntary, unless otherwise agreed by the withdrawn General Partner and the Partnership, the method of payment shall be a promissory note providing for repayments of principal thereunder in 60 equal monthly installments, together with accrued but unpaid interest, bearing interest on the outstanding principal amount thereof at the lesser of: (i) the rate of interest (inclusive of any points or other loan charges) which is not the Partnership would be required to be transferred as aforesaid may be retained by such Withdrawn General Partnerpay to an unrelated bank or commercial lending institution for an unsecured, or his estate or legal representatives as appropriate. Such Withdrawn General Partner, or his estate or legal representatives, shall be treated as a Limited Partner 60 month loan of like amount; or (ii) the "Prime Rate" of interest published in the Partnership in respect Money Rates section of any such retained Interestthe Wall Street Journal, plus 4%.

Consequences of Withdrawal. (a) Upon the Withdrawal of any General Partner, the Withdrawn General Partner or his estate or legal representatives shall be entitled to receive from from the Partnership (1) any positive balance in his or its Capital Account (as adjusted to the date of such Withdrawal), (2) any amounts due and owing to it or him by the Partnership less any amounts due and owing by it or him to the Partnership, and (3) the remaining balance, if any, of fees payable as and when due pursuant to this Agreement or any other written agreements between the Partnership and such General Partner in his capacity as General Partner; however, the Withdrawn General Partner shall not be entitled to any such fees which had not yet been earned by him prior to his Withdrawal. The right of a General Partner, his estate or legal representatives to payment of said amounts and fees shall be subject to any claim for damages which the Partnership or any Partner may have against such General Partner, his estate or legal representative if such Withdrawal is in contravention of this Agreement. (b) Each General Partner hereby covenants and agrees, in the event of his Withdrawal, to transfer to a Substitute General Partner selected as provided in Section 9.5 hereof or to the remaining General Partner or General Partners, such portion, if any, of his General Partnership Interest as may be required to assure that the Partnership will meet the minimum general partnership interest requirement for the continued treatment of the Partnership as a partnership under the then applicable provisions of the Code and any applicable procedures, regulations, rules and rulings (including published private rulings) thereunder. Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest. Such payments shall be in addition to any amounts payable pursuant to Section 9.3(a) hereof by the Partnership. Any portion of such Withdrawn General Partner's Interest which is not required to be transferred as aforesaid may be retained by such Withdrawn General Partner, or his estate or legal representatives as appropriate. Such Withdrawn General Partner, or his estate or legal representatives, shall be treated as a Limited Partner in the Partnership in respect of any such retained Interest.

Consequences of Withdrawal. (a) Upon the Withdrawal of any General Partner, the Withdrawn General Partner or his estate or legal representatives shall be entitled to receive from from the Partnership (1i) any positive balance in his or its Capital Account (as adjusted to the date of such Withdrawal), (2ii) any amounts due and owing to it or him by the Partnership less any amounts due and owing by it or him to the Partnership, and (3ill) the remaining balance, if any, of fees payable as and when due pursuant to this Agreement or any other written agreements between the Partnership and such General Partner in his capacity as A-25 General Partner; however, the Withdrawn General Partner shall not be entitled to any such fees which had not yet been earned by him prior to his Withdrawal. The right of a General Partner, his estate or legal representatives to payment of said amounts and fees shall be subject to any claim for damages which the Partnership or any Partner may have against such General Partner, his estate or legal representative if such Withdrawal is in contravention of this Agreement. (b) Each General Partner hereby covenants and agrees, in the event of his Withdrawal, to transfer to a Substitute General Partner selected as provided in Section 9.5 hereof or to the remaining General Partner or General Partners, such portion, if any, of his General Partnership Interest as may be required to assure that the Partnership will meet the minimum general partnership interest requirement for the continued treatment of the Partnership as a partnership under the then applicable provisions of the Code and any applicable procedures, regulations, rules and rulings (including published private rulings) thereunder. Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest. Such payments shall be in addition to any amounts payable pursuant to Section 9.3(a) hereof by the Partnership. Any portion of such Withdrawn General Partner's Interest which is not required to be transferred as aforesaid may be retained by such Withdrawn General Partner, or his estate or legal representatives as appropriate. Such Withdrawn General Partner, or his estate or legal representatives, shall be treated as a Limited Partner in the Partnership in respect of to any such retained Interest. (c) If the Withdrawal of a General Partner shall occur as part of a removal and replacement of such General Partner effected in accordance with Section 13 hereof, the provisions of said Section 13 shall govern to the extent (if any) that the provisions of said Section 13 are inconsistent with the provisions of this Section 9.3.

Consequences of Withdrawal. (a) Upon the Withdrawal of any General Partner, the Withdrawn General Partner or his estate or legal representatives shall be entitled to receive from from the Partnership (1i) any positive balance in his or its Capital Account (as adjusted to the date of such Withdrawal), (2ii) any amounts due and owing to it or him by the Partnership less any amounts due and owing by it or him to the Partnership, and (3iii) the remaining balance, if any, of fees payable as and when due pursuant to this Agreement or any other written agreements between the Partnership and such General Partner in his capacity as General Partner; however, the Withdrawn General Partner shall not be entitled to any such fees which had not yet been earned by him prior to his Withdrawal. The right of a General Partner, his estate or legal representatives to payment of said amounts and fees shall be subject to any claim for damages which the Partnership or any Partner may have against such General Partner, his estate or legal representative if such Withdrawal is in contravention of this Agreement. Valuation of a Withdrawn General Partner's Interest shall be in accordance with the provisions of Section 13.4 hereof. (b) Each General Partner hereby covenants and agrees, in the event of his Withdrawal, to transfer to a Substitute General Partner selected as provided in Section 9.5 hereof or to the remaining General Partner or General Partners, such portion, if any, of his General Partnership Partner Interest as may be required to assure that the Partnership will meet the minimum general partnership interest requirement for the continued treatment of the Partnership as a partnership under the then applicable provisions of the Code and any applicable procedures, regulations, rules and rulings (including published private rulings) thereunder. Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest. Such payments shall be in addition to any amounts payable pursuant to Section 9.3(a) hereof by the Partnership. Any portion of such Withdrawn General Partner's Interest which is not required to be transferred as aforesaid may be retained by such Withdrawn General Partner, or his estate or legal representatives as appropriate. Such Withdrawn General Partner, or his estate or legal representatives, shall be treated as a Limited Partner in the Partnership in respect of to any such retained Interest. (c) If the Withdrawal of a General Partner shall occur as part of a removal and replacement of such General Partner effected in accordance with Section 13 hereof, the provisions of said Section 13 shall govern to the extent (if any) that the provisions of said Section 13 are inconsistent with the provisions of this Section 9.3.