Distribution Upon Withdrawal Clause Samples

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.

Distribution Upon Withdrawal. No Member shall be entitled to any distribution or payment with respect to its Membership Units upon the resignation or withdrawal of such Member.

Distribution Upon Withdrawal. If the Termination Date occurs within three years following the date on which the Member became a Member of the Company, the Member shall not be entitled to receive any payment or distribution in connection with the cancellation of the Member’s Shares. If the Termination Date occurs on or after three years from the date on which the Member became a Member, the Member shall be entitled to receive a distribution equal to the lesser of (1) the Member’ Capital Contribution or (2) the result obtained when the Value of the Company, as defined in the following sentence, is multiplied by a fraction, the numerator of which is the number of Shares of the Company held by the Member and the denominator of which is the total number of Shares of the Company held by all Members as of the Termination Date. The “Value of the Company” shall be equal to the book value of the Company determined as of the last day of the fiscal year of the Company in which the Termination Date falls in accordance with accounting principles generally accepted in the United States of America.

Distribution Upon Withdrawal. 37 Article VI MANAGEMENT...................................................................... 37 Section 6.1 The Managing Member; Fiduciary Duties.......................... 37

Distribution Upon Withdrawal. No Member shall be entitled to any distribution or payment with respect to its Membership Units upon the resignation or withdrawal of such Member other than the Preferred Members in connection with redemption of the Preferred Units.

Distribution Upon Withdrawal. Upon withdrawal by the Controlling Member from the Company, the Controlling Member shall be entitled to a distribution of the Eligible Investments or the proceeds thereof, net of any expenses relating to the distribution or liquidation thereof. Upon withdrawal by the Limited Partnership from the Company, the Limited Partnership shall be entitled to a distribution of the General Assets or the proceeds thereof, net of any expenses relating to the distribution or liquidation thereof; provided that no such distribution shall be made to the Limited Partnership if any Series of Investor Certificates is then outstanding.

Distribution Upon Withdrawal. (a) Upon the withdrawal of a Partner pursuant to Section 8.4 or Section 9.7(b), the General Partner, subject to Section 10.5(b), shall distribute to such withdrawing Partner cash, Securities or other Partnership assets having a Fair Value, as determined by the General Partner in accordance with Section 10.3(b), equal to the positive balance in the Capital Account of such withdrawing Partner, after taking into account all Capital Account adjustments for the Partnership taxable year during which such withdrawal occurs, through and including the Effective Date of the Partner's withdrawal (including, without limitation, those made pursuant to Section 3.8 and Article 6, as appropriate) such distribution to be made as promptly as practicable on or after the Effective Date of the Partner's withdrawal. (b) Notwithstanding Section 10.5(a), the General Partner, in its sole discretion, may withhold all or a portion of the amount to be distributed to a withdrawing Partner, in an amount and for a period of time to be reasonably determined by the General Partner, to provide for the withdrawing Partner's proportionate share of any Partnership liabilities (whether actual or contingent) relating to events or occurrences prior to the Effective Date of the Partner's withdrawal.

Distribution Upon Withdrawal. 5 4.4 Return of Capital . . . . . . . . . . . . . . . . . . .5

Distribution Upon Withdrawal. No withdrawing Joint-Venturer shall be entitled to receive any distribution or the value of such Joint-Venturer's Interest in the Joint Venture as a result of withdrawal from the Joint Venture prior to the liquidation of the Joint Venture, except as specifically provided in this Agreement.