Divorce of a Limited Partner Sample Clauses

Divorce of a Limited Partner. In the event a Limited Partner’s ex-spouse holds any Partnership Interest following a divorce, the divorced Limited Partner shall have the exclusive right and option for a period of 90 days after the entry of a final divorce decree (unless the time period is suspended as provided in Section 10.11 herein), to purchase from such ex-spouse at the Fair Market Value (determined as of the date of such divorce) all of such ex-spouse’s right, title and interest, if any, in or to any Partnership Interest held by such spouse. If such Limited Partner does not purchase all of such ex-spouse’s Partnership Interest, then such Limited Partner shall, within 2 days after such Limited Partner’s option thereto expires, give notice to the General Partner and each other Limited Partner of such divorce and of such divorced Limited Partner’s failure to purchase such ex-spouse’s Partnership Interest. The Partnership and the other Limited Partners, for 60 days after the date such divorced Limited Partner’s option to purchase such Partnership Interest expires, shall have an option (but not an obligation) to purchase all of such Partnership Interest not purchased by such Limited Partner at the Fair Market Value. The options under this Section 10.5 shall be exercised, if at all, in the manner provided in Sections 10.9 and 10.10 herein. In the event any Partnership Interest, or any right, title and interest in such Partnership Interest of such ex-spouse, is not purchased by such divorced Limited Partner or by the Partner­ship or the other Limited Partners as permitted in this Section 10.5, such Partnership Interest shall be deemed to be an assignee interest held by such ex-spouse, but such Partnership Interest shall thereafter continue to be subject to this Agreement. Nothing herein shall be deemed to imply that any spouse of a Partner has or is entitled to any interest in such Partner’s Partnership Interest.
Sample 1
AutoNDA by SimpleDocs

Related to Divorce of a Limited Partner

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Substituted Limited Partner In the event a Limited Partner transfers all or any part of such Limited Partner’s Limited Partnership Interest in compliance with the provisions of this Article VIII, the transferee of the Limited Partner shall take such Limited Partnership Interest subject to all of the terms and conditions of this Agreement, shall not be considered to have title to such Limited Partnership Interest and shall not have the right to be admitted to the Partnership as a substituted Limited Partner of the Partnership unless the transferring Limited Partner has given the transferee such right and unless:

  • Effect of Bankruptcy, Death, Incompetence or Termination of a Limited Partner The occurrence of an Event of Bankruptcy as to a Limited Partner, the death of a Limited Partner or a final adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership, and the business of the Partnership shall continue if an order for relief in a bankruptcy proceeding is entered against a Limited Partner, the trustee or receiver of his estate or, if he dies, his executor, administrator or trustee, or, if he is finally adjudicated incompetent, his committee, guardian or conservator, shall have the rights of such Limited Partner for the purpose of settling or managing his estate property and such power as the bankrupt, deceased or incompetent Limited Partner possessed to assign all or any part of his Partnership Interest and to join with the assignee in satisfying conditions precedent to the admission of the assignee as a Substitute Limited Partner.

  • 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.

  • Incapacitated Limited Partners If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

  • 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.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

Time is Money Join Law Insider Premium to draft better contracts faster.