Effect of Retirement on Points Sample Clauses

Effect of Retirement on Points. (a) The consequences of a Limited Partner’s retirement on his Points shall be set forth in such Limited Partner’s Award Letter(s). (b) The right of any Retired Partner to receive distributions pursuant to this Agreement or such Retired Partner’s Award Letter(s) shall be subject to the provision by the General Partner for all liabilities of the Partnership and for reserves for contingencies.
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Effect of Retirement on Points. The consequences of a Limited Partner’s retirement on his Points shall be set forth in such Limited Partner’s Award Letter.
Sample 1Sample 2
Effect of Retirement on Points. (a) The Points of any Limited Partner who becomes a Retired Partner for Cause shall be reduced automatically to an amount equal to such Limited Partner’s Vested Points as of the date such Limited Partner became a Retired Partner. Any such reduction shall be effective as of the date such Limited Partner became a Retired Partner or such subsequent date as may be determined by the General Partner; provided that the General Partner may agree to a lesser reduction (or to no reduction) of the Points of any such Limited Partner who becomes a Retired Partner. (b) The General Partner shall determine the manner of apportioning any Points that become available for reallocation pursuant to Section 7.3(a) as a result of any Partner becoming a Retired Partner for Cause.
Sample 1
Effect of Retirement on Points. (a) The consequences of a Limited Partner’s retirement on his Points shall be set forth in such Limited Partner’s Award Letter(s). (b) Except as otherwise set forth in a Limited Partner’s Award Letter, upon a Limited Partner’s becoming a Retired Partner, as of his Retirement Date, he shall automatically cease to be a Limited Partner and, unless such Limited Partner’s becoming a Retired Partner is as a result of his Bad Acts and unless he does not have a positive number of Vested Points as of his Retirement Date, shall be entitled to a payment in an amount equal to the balance of his Capital Account as of his Retirement Date (other than the portion of such Capital Account as is attributable to a Book-Tax Difference as of such date), as adjusted for any Operating Loss allocable to such Retired Partner pursuant to Section 3.4 (his “Retirement Withdrawal Proceeds”); provided that any such Book-Tax Difference that was recognized by such Retired Partner as taxable income or gain prior to his Retirement Date shall be included in his Retirement Withdrawal Proceeds. Such Retirement Withdrawal Proceeds will generally be paid at the same time as such amounts would otherwise have been distributed to such Retired Partner under Section 4.1 had such Retired Partner remained a Limited Partner; provided that the General Partner may (i) delay such payment if such delay is reasonably necessary to prevent such withdrawal from having a material adverse impact on the Partnership, any Fund or the remaining Partners, and (ii) hold back from any payments such reserves as the General Partner determines to be necessary or appropriate, including as provided in Section 7.3(c). Amounts paid to a Retired Partner will not be adjusted as a result of audit adjustments made after the final payment date relating to the Retirement Withdrawal Proceeds and will not earn interest for the period from such Retired Partner’s Retirement Date through the settlement date. The General Partner may deduct from any Retirement Withdrawal Proceeds due to any Retired Partner an amount representing the actual or estimated expenses of the Partnership associated with processing such withdrawal and any other amounts owed by the Retired Partner to the General Partner or its Affiliates whether under this Agreement or otherwise. (c) The right of any Retired Partner to receive distributions pursuant to Section 7.3(b) shall be subject to the provision by the General Partner for all liabilities of the Partnership and ...
Sample 1
Effect of Retirement on Points. (a) The Points of any Limited Partner that becomes a Retired Partner for Cause shall be reduced automatically to zero and shall be forfeited as of the date on which such Limited Partner becomes a Retired Partner or such subsequent date as may be determined by the General Partner; provided that the General Partner may agree to a lesser reduction (or to no reduction) of the Points of any such Limited Partner who becomes a Retired Partner for Cause. (b) The Points of any Limited Partner who becomes a Retired Partner other than for Cause shall be reduced automatically to an amount equal to such Limited Partner’s Vested Points as of the date such Limited Partner became a Retired Partner. Any such reduction shall be effective as of the date such Limited Partner became a Retired Partner or such subsequent date as may be determined by the General Partner; provided that the General Partner may agree to a lesser reduction (or to no reduction) of the Points of any such Limited Partner who becomes a Retired Partner other than for Cause. (c) Any Points that are forfeited pursuant to Section 7.3(a) as a result of any Partner becoming a Retired Partner for Cause or become available for reallocation pursuant to Section 7.3(b) as a result of any Partner becoming a Retired Partner other than for Cause shall, automatically and without any action on the part of any Person, be reallocated to APH, unless otherwise determined by the General Partner; and no Limited Partner other than APH shall have any right or claim with respect to such Points.
Sample 1
Effect of Retirement on Points. (a) The Points of any Limited Partner who becomes a Retired Partner shall be reduced automatically to (i) zero, if such retirement is the consequence of a Bad Act and (ii) otherwise, an amount equal to such Limited Partner’s Vested Points calculated as of the Retirement Date. Any such reduction shall be effective as of the Retirement Date or such subsequent date as may be determined by the General Partner; provided, that the General Partner may agree to a lesser reduction (or to no reduction) of the Points of any such Limited Partner who becomes a Retired Partner. (b) If one or more Partners or Retired Partners is assigned additional Points and such Partner or Retired Partner and the General Partner agree in connection with such assignment that such assignment may be, for purposes of section 83 of the Code, a transfer in connection with the performance of services of an interest that would not qualify as a “profits interest” within the meaning of IRS Revenue Procedure 93-27, then to the extent mutually agreed by such Partner or Retired Partner and the General Partner, the Partnership may make such adjustments to the amounts allocated and distributed to such Partner or Retired Partner with respect to such interest (and corresponding adjustments to other allocations and distributions for Partners and Retired Partners as determined by the General Partner) so as to cause such interest to qualify as a “profits interest” within the meaning of IRS Revenue Procedure 93-27.
Sample 1
Effect of Retirement on Points. The Points of any Limited Partner who becomes a Retired Partner shall be reduced automatically to an amount equal to such Limited Partner’s Vested Points calculated as of the Retirement Date. Any such reduction shall be effective on the Retirement Date or such subsequent date as may be determined by the General Partner; provided that the General Partner may agree to a lesser reduction (or to no reduction) of the Points of any such Limited Partner who becomes a Retired Partner.
Sample 1
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Effect of Retirement on Points. The Points of any Limited Partner who becomes a Retired Partner for Cause shall be reduced automatically to zero and the points of any Limited Partner who becomes a Retired Partner other than for Cause shall be reduced automatically to an amount equal to such Limited Partner’s Vested Points as of the date such Limited Partner became a Retired Partner. Any such reduction shall be effective as of the date such Limited Partner became a Retired Partner or such subsequent date as may be determined by the Points Committee; provided that the Points Committee may agree to a lesser reduction (or to no reduction) of the Points of any such Limited Partner who becomes a Retired Partner.
Sample 1
Effect of Retirement on Points. (a) The Points of any Limited Partner who becomes a Retired Partner shall be reduced automatically to an amount equal to such Limited Partner’s Vested Points calculated as of the Retirement Date. Any such reduction shall be effective on the Retirement Date or such subsequent date as may be determined by the General Partner; provided that the General Partner may agree to a lesser reduction (or to no reduction) of the Points of any such Limited Partner who becomes a Retired Partner. (b) The General Partner shall determine the manner of apportioning any Points that become available for reallocation pursuant to Section 7.3(a) as a result of any Partner becoming a Retired Partner. (c) Except as contemplated by Section 7.3(a), the General Partner shall have no authority under the provisions of this Agreement to reduce the Points of any Limited Partner.
Sample 1

Related to Effect of Retirement on Points

  • Effect on Employment Neither the grant of the Stock Option, nor the issuance of Shares upon exercise of the Stock Option, will give the Optionee any right to be retained in the employ or service of the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Optionee at any time, or affect any right of such Optionee to terminate his or her Employment at any time.

  • No Effect on Employment Subject to any employment contract with the Employee, the terms of such employment will be determined from time to time by the Company, or the Subsidiary employing the Employee, as the case may be, and the Company, or the Subsidiary employing the Employee, as the case may be, will have the right, which is hereby expressly reserved, to terminate or change the terms of the employment of the Employee at any time for any reason whatsoever, with or without good cause. The transactions contemplated hereunder and the vesting schedule set forth on the first page of this Agreement do not constitute an express or implied promise of continued employment for any period of time. A leave of absence or an interruption in service (including an interruption during military service) authorized or acknowledged by the Company or the Subsidiary employing the Employee, as the case may be, shall not be deemed a Termination of Service for the purposes of this Agreement.

  • Forfeiture upon Termination of Status as a Service Provider Notwithstanding any contrary provision of this Award Agreement, the balance of the Restricted Stock Units that have not vested as of the time of Participant’s termination as a Service Provider for any or no reason and Participant’s right to acquire any Shares hereunder will immediately terminate.

  • Effect of Benchmark Transition Event (i) If the Calculation Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection: (1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note, the Indenture or the Purchase Agreement, shall become effective without consent from the relevant Holders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note:

  • Effect of Termination of Service Except as otherwise provided in accordance with Section 4(b) above, if you cease to be a Service Provider, you will forfeit all unvested Units.

  • Complete Disposal Upon Termination of Service Agreement Upon Termination of the Service Agreement Provider shall dispose or delete all Student Data obtained under the Service Agreement. Prior to disposition of the data, Provider shall notify LEA in writing of its option to transfer data to a separate account, pursuant to Article II, section 3, above. In no event shall Provider dispose of data pursuant to this provision unless and until Provider has received affirmative written confirmation from LEA that data will not be transferred to a separate account.

  • Supplemental Retirement Benefit The Executive will be entitled to receive a monthly Supplemental Retirement Benefit (the "Supplemental Retirement Benefit") commencing on the first day of the month coincident with or following the later of the Executive's termination of employment or attainment of age 60 and continuing for the remainder of his life. Unless otherwise elected by the Executive, the Supplemental Retirement Benefit shall be payable in the form of a 50% joint and survivor annuity which shall be unreduced for the actuarial value of the survivor's benefit. If the Executive's spouse at the time of his death is not more than four years younger than the Executive, the survivor benefit shall be equal to 50% of the Executive's benefit and shall be payable to his spouse for the remainder of the spouse's life. If the Executive's spouse at the time of his death is more than four years younger than the Executive, the benefit payable to the spouse shall be reduced to a benefit having the same actuarial value as the benefit that would have been payable had the spouse been four years younger than the Executive. The Executive shall also have the right to elect a 100% joint and survivor annuity, on an actuarially-reduced basis or a lump-sum payment, on an actuarially-reduced basis (if the Executive makes a timely lump-sum election which avoids constructive receipt), or any other form of payment available or provided under the "Supplemental Plans" defined in this Section 8. Actuarial reductions shall be based on the actual ages of the Executive and his spouse at the time of retirement. If the Executive is not married at the time of his retirement, actuarial adjustments shall be made as if the Executive had a spouse with the same date of birth as the Executive. In the event that the Executive elects a form of payment other than the automatic 50% joint and survivor annuity or other than a lump sum payment, and remarries subsequent to retirement, the benefits payable under this Section shall be actuarially adjusted at the time of the Executive's death to reflect the age of the subsequent spouse. If the Executive elects a lump sum payment at retirement, no further benefits will be payable under this Section.

  • 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.

  • DETERMINATION OF BREACH AND TERMINATION OF AGREEMENT A. Prior to making a determination that the Applicant has failed to comply in any material respect with the terms of this Agreement or to meet any material obligation under this Agreement, the District shall provide the Applicant with a written notice of the facts which it believes have caused the breach of this Agreement, and if cure is possible, the cure proposed by the District. After receipt of the notice, the Applicant shall be given ninety (90) days to present any facts or arguments to the Board of Trustees showing that it is not in breach of its obligations under this Agreement, or that it has cured or undertaken to cure any such breach. B. If the Board of Trustees is not satisfied with such response or that such breach has been cured, then the Board of Trustees shall, after reasonable notice to the Applicant, conduct a hearing called and held for the purpose of determining whether such breach has occurred and, if so, whether such breach has been cured. At any such hearing, the Applicant shall have the opportunity, together with their counsel, to be heard before the Board of Trustees. At the hearing, the Board of Trustees shall make findings as to: i. whether or not a breach of this Agreement has occurred; ii. whether or not such breach is a Material Breach; iii. the date such breach occurred, if any;

  • Normal Retirement Benefit Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.

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