Covenant Not to Withdraw. Except as permitted by Section 9.3(c), each Partner covenants and agrees that it shall not cause the dissolution of the Partnership by its voluntary withdrawal therefrom, either directly, by dissolution or by any other voluntary act, provided that the Managing Partner may withdraw upon the later to occur of (i) the completion of a Partnership’s primary drilling activities under the Drilling Program and (ii) the fifth anniversary of the date that Investor Partners were admitted to the Partnership. In order to exercise its right of withdrawal, the Managing Partner must give the Investor Partners at least 120 days’ advance written notice. In the event the Managing Partner assigns its interest in the Partnership to a person who becomes a substituted Managing Partner of the Partnership pursuant to Section 8.2, the subsequent dissolution of the old Managing Partner shall not terminate the Partnership and shall not be deemed to constitute a breach or violation of the covenant contained in this Section 9.2.
Covenant Not to Withdraw. Without limiting the rights of each Partner to sell its Partnership Interest (which shall terminate such selling Partner’s rights and obligations hereunder and with respect to the Partnership) in any manner consistent with this Agreement, each Limited Partner hereby covenants and agrees not to withdraw from the Partnership prior to the dissolution of the Partnership without the consent of the remaining Partners.
Covenant Not to Withdraw. Notwithstanding any provision in the Act, ------------------------ each Member hereby covenants and agrees that the Member has entered into this Agreement and formed the Company based on its expectation that each Member will continue as a Member of the Company and carry out the duties and obligations undertaken by it in this Agreement and the Collateral Agreements in contemplation of the development of the Pad Sites and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to, without the consent of the other Member (a) take any action to file a certificate of dissolution or its equivalent with respect to such Member, (b) take any action that would cause the voluntary Bankruptcy of such Member, (c) withdraw or attempt to withdraw from the Company, unless pursuant to a Permitted Transfer in accordance with Section 7.2 hereof, (d) Transfer all or any portion of its Interest in the Company except as otherwise provided in Article 7 hereof, or (e) demand a return of such Member's Capital Contribution or Capital Account prior to the dissolution and liquidation of the Company pursuant to Section 12.1 hereof.
Covenant Not to Withdraw. 1. Without the prior written consent of AVM (which consent may be given or withheld in the sole and absolute discretion of AVM), KP covenants that it shall not: (a) withdraw or attempt to withdraw from the Partnership either as a General Partner or as a Limited Partner prior to the termination of the Partnership at the conclusion of the twenty-five (25) year term specified in Section 2.4 or upon an earlier liquidation of the Partnership in accordance Section 10.2 (other than Section 10.2(d); (b) take any action to file a Certificate of Dissolution or its equivalent with respect to itself, (c) take or consent to any action that would cause a Bankruptcy or dissolution of KP, or of any of its partners, (d) exercise any power under the Act to dissolve the Partnership, (e) petition for judicial dissolution of the Partnership or subject the Partnership or the Property to the authority or jurisdiction of any court of bankruptcy, insolvency, receivership or other similar proceeding, (f) demand a return of its Initial Capital Contributions, Additional Capital Contributions, Special Capital Contributions or Profits (or a bond or other security for the return of such Contributions or Profits), or (g) take any other action that would constitute an event of withdrawal of a general partner pursuant to Section 17- 402 of the Act.
2. If KP attempts to withdraw from the Partnership as a General Partner in breach of its covenant pursuant to Section 10.1(a),
a. KP-GP's Interest as a General Partner shall be converted to an Interest as a Limited Partner (which Interest shall have a Percentage Interest of zero); and
b. KP shall promptly and fully indemnify AVM, AVLP and the Partnership on an after-tax basis for any costs or losses (including loss of profits) inflicted on such Persons as a result of its breach of such covenant, and the Partnership shall be entitled to offset against any payments that may be due to KP in respect of such converted Interest any such costs or losses.
3. Any attempt by KP to withdraw from the Partnership as a Limited Partner in violation of Section 10.1(a) shall be of no force or effect.
Covenant Not to Withdraw. Notwithstanding any provision in the Act, each Member hereby covenants and agrees that such Member has entered into this Agreement and formed the Company based on its expectation that each Member will continue as a Member of the Company and carry out the duties and obligations undertaken by it in this Agreement and that, except as otherwise expressly required or permitted hereby, each Member hereby covenants and agrees not to, without the consent of the other Members: (a) withdraw or attempt to withdraw from the Company, unless pursuant to a Permitted Transfer in accordance with Section 11.1 and 11.2 hereof; or (b) Transfer all or any portion of its Interest in the Company except as otherwise permitted in Article 11 hereof.
Covenant Not to Withdraw. Each General Partner hereby covenants not to withdraw or attempt to withdraw from the partnership. Each General Partner acknowledges that, in the event of any violation of this covenant, the General Partner shall be liable to the partnership and the other Partners to the fullest extent permitted by Delaware law.
Covenant Not to Withdraw. Notwithstanding any provision in the Act, each Partner hereby covenants and agrees that such Partner has entered into this Agreement and formed the Partnership based on its expectation that each Partner will continue as a Partner of the Partnership and carry out the duties and obligations undertaken by it in this Agreement and the Collateral Agreements and that, except as otherwise expressly required or permitted hereby, each Partner hereby covenants and agrees not to, without the consent of the other Partner (a) file a certificate of dissolution or its equivalent with respect to such Partner, (b) take any action that would cause the voluntary Bankruptcy of such Partner, (c) withdraw or attempt to withdraw from the Partnership, unless pursuant to a Permitted Transfer in accordance with Section 7.2 hereof, (d) Transfer all or any portion of its Interest in the Partnership except as otherwise provided in Article 7, Article 8 and Article 13 hereof, or (e) demand a return of such Partner's Capital Contribution or Capital Account prior to the dissolution and liquidation of the Partnership pursuant to Section 12.1 hereof.
Covenant Not to Withdraw. No Member has the right to, and each Member agrees that it will not, resign, retire or withdraw from the Company as a Member without the prior unanimous consent of the Management Committee.
Covenant Not to Withdraw. Each Member hereby covenants and agrees that he, she or it has entered into this Agreement based on its expectation that all Members will continue as Members and carry out the duties and obligations undertaken by them hereunder and that, except pursuant to a Transfer of all of such Member’s Interests in accordance with the terms of this Agreement, such Member hereby covenants and agrees not to withdraw or attempt to withdraw from the Company.
Covenant Not to Withdraw. Transfer or Dissolve. Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (a) withdraw or attempt to withdraw from the Partnership, (b) exercise any power under this Act to dissolve the Partnership, or (c) Transfer all or any portion of his Interest in the Partnership as a 15 Whole Foods Market Southwest LP Amended and Restated Agreement of Limited Partnership v1 20040330.doc
