Effect of Withdrawal. The Company shall not be dissolved by the dissolution or other event of withdrawal of a Member if any Member remains to carry on the business of the Company.
Effect of Withdrawal. A Member that is deemed to have Withdrawn pursuant to Section 10.01 or Section 10.02 (a “Withdrawn Member”), must comply with the following requirements in connection with its Withdrawal; provided, however, that in the event the Withdrawal is pursuant to Section 10.02(e), the provisions below shall apply solely with respect to the applicable Series:
(a) The Withdrawn Member ceases to be a Member of the Company and all Series immediately upon the occurrence of the applicable Withdrawal event. Following the Withdrawn Member’s Withdrawal from the last Series to which it was a Member, such Member shall be deemed to be Withdrawn from the Company as a whole.
(b) The Withdrawn Member shall not be entitled to receive any distributions from the Series except as set forth in Section 10.03(e), and neither it nor its Representative shall be entitled to exercise any voting or consent rights, or to appoint any Representative or Alternate Representative to any Management Committee (and any Representative(s) (and any Alternate Representative(s)) appointed by such Member shall be deemed to have resigned) or to receive any further information (or access to information) from the Series. The Sharing Ratio(s) of such Member with respect to any Series shall not be taken into account in calculating the Sharing Ratios of the Members for any purposes. This Section 10.03(b) shall also apply to a Breaching Member; but if a Breaching Member cures its breach during the applicable cure period, then any distributions that were withheld from such Member shall be paid to it, without interest.
(c) The Withdrawn Member must pay to each Series all amounts owed to it by such Withdrawn Member.
(d) The Withdrawn Member shall remain obligated for all liabilities it may have under this Agreement or otherwise with respect to the Series that accrue prior to the Withdrawal.
(e) In the event of a Withdrawal with respect to any Series under Section 10.01 or a deemed Withdrawal under Section 10.02(a) or (b), the Withdrawn Member shall be entitled to receive a portion of each distribution that is made by the Series to Members holding such Series from and after the In-Service Date for the applicable Facilities equal to the product of the Withdrawn Member’s Sharing Ratio in respect of such Series as of the date of its Withdrawal multiplied by the aggregate amount of such distribution; provided that the Withdrawn Member’s rights under this Section 10.03(e) shall automatically terminate at such time as the ...
Effect of Withdrawal. Except as set forth in Section 1.5 “Continuation of Measures Upon Termination”, Sections 9.1.1 and 9.1.3, Section 10.4 “Permit Suspension, Revocation and Re-Instatement” and Section 10.5 “Early Termination Mitigation”, in the event a Party withdraws from this Agreement, this Agreement places no constraints on the withdrawing Party, shall not thereafter be binding on the withdrawing Party, and the withdrawing Party may exercise all rights and remedies that the Party would otherwise have.
Effect of Withdrawal. This Agreement shall continue notwithstanding any withdrawal by a Member and all governance rights set forth herein with respect to such Member shall be exercised by the remaining Member. No withdrawal shall relieve a Member of liability for any prior breach of this Agreement.
Effect of Withdrawal. If a Limited Partner withdraws from the Fund: (a) the portion, if any, of the Investments attributable to the Carried Interest allocable to General Partner with respect to such Limited Partner’s Interest shall remain in the Fund if in-kind, or distributed to General Partner if in cash, as the case may be, with any such in-kind amounts held solely for the account of General Partner, (b) the portion of such Limited Partner’s Capital Account corresponding to such portion of each such Investment shall be allocated to the Capital Account of General Partner, (c) General Partner shall be entitled to the proceeds from the disposition of such portion of each such Investment at the time of its disposition, and (d) such Limited Partner shall not be entitled to any such amounts from the Fund or General Partner pursuant to the “Restoration Obligations” section following such withdrawal.
Effect of Withdrawal a. On the effective date of a withdrawal from the Authority:
i. the Authority shall cease providing transportation services in the withdrawn unit of election; and
ii. the financial obligations of the Authority attributable to the withdrawn unit of election cease to accrue.
b. Until the amount of revenue from an Authority's sales tax collected in a withdrawn unit of election after the effective date of withdrawal and paid to the Authority equals the total financial obligation of the unit at the time of withdrawal, the sales tax will continue to be collected in the territory of the election unit.
c. After the board receives certification of an election favoring withdrawal from the Authority, the board shall:
i. calculate the total financial obligation of the unit at the time of withdrawal as set forth in Section 10.5;
ii. certify to a withdrawn unit of election the total financial obligation of the unit to the Authority; and
iii. certify to the Commission the total financial obligation of the unit to the Authority.
d. After receipt of certification from the board of the total financial obligation of the unit, the Commission shall:
i. continue to collect sales tax in the withdrawn unit and remit it to the Authority until the amount of the total financial obligation of the unit at the time of withdrawal has been collected; and
ii. discontinue collecting the tax in the territory of the withdrawn unit of election after the total financial obligation has been collected and remitted to the Authority.
e. On the effective date of a withdrawal from the Authority, title to all real estate and improvements located in the unit of election owned or partially owned by the Authority shall immediately vest in the Authority, and the Authority may continue to use the real estate and improvements in the withdrawn unit of election as necessary for the continuation of service to the remaining units of election for a period of 25 years or the duration of the Authority's remaining federal grant obligation for the facility, whichever is longer, provided that the Authority shall be responsible for all operation and maintenance costs of the facility during the period of use. At the end of the period, the real estate and improvements will revert to the unit of election.
f. Withdrawal from the Authority does not affect the right of the Authority to travel through the territory of the unit of election to provide service to a unit of election that is a part of the Authority.
Effect of Withdrawal. Subject to Section 5 of this Agreement, if Member withdraws from or is terminated from Membership in FDX:
(i) This Agreement shall continue in full force and effect for all remaining Members;
(ii) With respect to such Member, Sections 2, 6, 7 and 8 of this Agreement shall continue in full force and effect; and
(iii) With respect to Contributions from the withdrawing Member which are included in any Final Specification which is adopted after the effective date of withdrawal or termination, such Member shall be entitled to receive a license from all Members regarding all such Final Specifications under the terms of Section 3 and 4, but only if and when such Member agrees to and grants a license under the terms of Section 3 and 4 to all Adopters with respect to all such Final Specifications.
(iv) Section 4 of this Agreement shall continue in full force and effect with respect to all Final Specifications adopted prior to the effective date of withdrawal or termination (the “Committed Specifications”).
(v) This Section 7 is not intended to authorize, permit or allow the survival (or co-incident licensing) of any unmodified portion of a Committed Specification to be contained in any Final Specification approved after a Member’s termination unless
(i) the unmodified portion of the Committed Specification is contained in a subsequent Final Specification that only extends or corrects the Committed Specification, or (ii) only if the withdrawing or terminated Member is granted and accepts a reciprocal license commensurate with and of the same scope as set forth in Section 4 with respect to such subsequent Final Specification incorporating the unmodified portion of the Committed Specification.
(vi) All other rights, licenses, obligations, terms and conditions of this Agreement shall terminate with respect to such withdrawing or terminated Member, including those set forth in Section 4, except as set out in Section 3(b), 7(b)(ii), (iii), (iv) and (v).
Effect of Withdrawal. (a) If Developer’s withdrawal is related to the occurrence of one or more of the contingencies specified in Section 8.3(c)or (d), then the City will compensate the Developer using the termination for convenience methodology described in Section 8.5, provided that in any such event fair compensation to Developer as described in clause (v) of Section 8.5 shall be limited to overhead costs incurred by Developer after July 1, 2011, taking into account any predevelopment payment or advance of overhead costs previously made to the Developer by the City.
(b) If Developer’s withdrawal is related to the occurrence of one or more of the contingencies specified in Section 8.3(a) or (b), and such occurrence is not caused by a unilateral event of default by the Developer or its Affiliate under the terms of the CDBG Contract, then the City will compensate the Developer by funding 100% of third party predevelopment costs associated with an Approved Phase, including without limitation architectural design, engineering fees, environmental assessments, NCHFA allocation fee, site plan design, survey and legal fees. These fees and costs will be calculated from July 1, 2011 until the time the Developer notifies the City, in writing, of its withdrawal, and shall take into account any predevelopment payment or advance previously made to the Developer by the City.
(c) If Developer’s withdrawal is related to the occurrence of one or more of the contingencies specified in Section 8.3(e) – (h), then the City will compensate the Developer by funding two-thirds of third party predevelopment costs associated with an Approved Phase, including architectural design, engineering fees, environmental assessments, NCHFA application and allocation fee, market study, site plan design, survey and legal fees. These fees and costs will be calculated from July 1, 2011 until the time the Developer notifies the City, in writing, of its withdrawal, and shall take into account any predevelopment payment or advance previously made to the Developer by the City. In the no event, however, will the City’s compensation obligation under this Section 8.4(c) exceed $150,000 relative to third party costs for Rental Phase 2 incurred prior to the time, if any, that Rental Phase 2 becomes an Approved Phase. In the event of withdrawal pursuant to this subsection 8.4., work product funded with a Predevelopment Loan shall be delivered to the City and the corresponding loans shall be deemed satisfied upon such delivery...
Effect of Withdrawal. The license grant committed to and by Adopter as defined in Section 2 above shall remain in effect for the (i) Final Specification, and (ii) any update or alteration to the Final Specification where more than twenty one (21) days has elapsed following Adopter’s receipt of notice from Promoters to Adopter of an adoption of such update or alteration to a Final Speci- fication and prior to Adopter giving the notice set forth in Section 4.1 above. If an Adopter gives the notice required in Section 4.1 prior to the end of the twenty one (21) day period following the notice of an adoption of an update or alteration of the Final Specification, the license grant com- mitted to and by Adopter in Section 2 above, in regards to such update or alteration shall be entirely null and void as though never committed.
Effect of Withdrawal. Following the withdrawal of the General Partner under this Section 7.6, or the occurrence of any other event that terminates the General Partner’s status as a constituent general partner of the Partnership under the Act, the General Partner shall cease to be a partner of the Partnership. Nothing in this Section 7.6(b) shall relieve the General Partner of any actual liability under applicable law for a withdrawal in violation of Section 7.6(a) or any act that constitutes Malfeasance.
