Limitation on Voluntary Withdrawal Sample Clauses

Limitation on Voluntary Withdrawal. Except as provided in Section 5.02B(vii), the General Partner shall not have the right (but shall have the power) to retire or withdraw voluntarily from the Partnership, and any withdrawal in violation hereof shall constitute a breach of this Agreement and shall be subject to the provisions of Section 6.03. Prior to any voluntary withdrawal, the General Partner shall give the Limited Partners notice of its intention to withdraw at least 90 days in advance of such withdrawal and the Limited Partners may, by Consent of the Limited Partners, elect a substitute General Partner. If a substitute General Partner is elected, it shall be admitted immediately prior to the withdrawal of the General Partner and shall continue the business of the Partnership without dissolution. The General Partner shall not sell, transfer, or assign its entire general partner Interest or any portion thereof other than as provided below. The General Partner shall be permitted to assign its Interest in the Net Profits, Net Losses, Losses, Gains, Cash Available for Distribution, Capital Receipts, and other allocations and distributions only to a wholly owned Affiliate, subject to the following conditions: (i) the General Partner shall not be permitted to assign such rights unless the General Partner receives an opinion of counsel that such assignment shall not cause any material adverse tax consequences to the Partnership or the Limited Partners or cause a default on any Partnership debt obligation; (ii) notwithstanding such assignment by the General Partner of its Interest in the Net Profits, Net Losses, Gains, Cash Available for Distribution, or Capital Receipts as provided above, upon any such assignment (A) the General Partner shall not cease to be a general partner of the Partnership, and shall continue to be a general partner of the Partnership, and (B) the General Partner shall not cease to have any and all rights and powers of a general partner under this Agreement and the Act and shall continue to have any and all such rights and powers and the assignee shall not acquire any such rights and powers of a general partner; and (iii) following any such assignment, the Interest of the General Partner in the Net Profits, Net Losses, Gains, Losses, Cash Available for Distribution, Capital Receipts, and other allocations and distributions shall be not less than 1% thereof.
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Limitation on Voluntary Withdrawal. Except as permitted in Section 5.02B, the General Partner shall not retire or withdraw voluntarily from the Partnership. The General Partner shall not sell, transfer or assign its entire general partnership Interest or any portion thereof other than as provided below. The General Partner shall be permitted to assign its rights to up to 80% of its interest in the Net Profits, Net Losses, Losses, Gain, Cash Available for Distribution, Capital Receipts and other allocations and distributions. The General Partner shall not be permitted to assign such rights unless the General Partner receives an opinion of counsel that such assignment shall not cause any adverse tax consequences to the Partnership or the Limited Partners or cause a default under any Partnership debt obligation. Notwithstanding anything to the contrary set forth in this Agreement, notwithstanding the assignment by the General Partner of its Interest in the Partnership, upon any such assignment (i) the General Partner shall not cease to be a general partner of the Partnership, and shall continue to be a general partner of the Partnership, and (ii) the General Partner shall not cease to have any and all rights and powers of a general partner under this Agreement and the Act and the power to exercise any and all rights and powers of a general partner under this Agreement and the Act and shall continue to have any and all such rights and powers and the assignee shall not acquire any such rights and powers of a general partner.
Limitation on Voluntary Withdrawal. (a) BPOP, in its sole discretion, may voluntarily retire, withdraw or resign as a Member of the Company so long as BPOP provides to CalPERS at least 180 days' prior written Notification of the effective date of BPOP's withdrawal. Upon the effective date of such withdrawal, or such earlier date at CalPERS' option if CalPERS has located a replacement Manager, BPOP shall also resign as Manager and the Company shall be terminated unless a new Member and/or Manager is admitted to the Company before or upon withdrawal of BPOP and CalPERS elects to continue the Company in accordance with SECTION 6.1(b) hereof. Upon the effective date of such retirement, withdrawal or resignation, the Company shall, at CalPERS election to be made within 45 days, either (i) be dissolved and the assets of the Company shall be distributed in kind to the Members in accordance with the procedures described in SECTION 6.3, or (ii) if CalPERS has elected to continue the business of the Company, then certain of the assets of the Company shall be distributed in kind to BPOP in liquidation of its Membership Interest in accordance with the procedures described in SECTION 6.3. The date of valuation for determining the value of the Company's assets for purposes of SECTION 6.3 shall be the earlier of (i) the date a new Manager is appointed to replace BPOP, or (ii) 120 days after the date of BPOP's Notification of its intent to retire, withdraw or resign. (b) In the event of a violation of SECTION 5.1(a) (i.e., early withdrawal before the expiration of the notice period or no notice of withdrawal), the voting rights associated with BPOP's Membership Interest and rights as Manager shall terminate and BPOP shall be liable to CalPERS for all actual damages and losses arising therefrom. Such termination shall occur automatically upon such a withdrawal in violation of this SECTION 5.1 without further action by the Company. Following such termination, BPOP shall have none of the management rights associated with its Membership Interest, including any voting rights, claims, or actions in or with respect to the Company. (c) CalPERS shall not voluntarily retire, withdraw or resign as a Member of the Company unless CalPERS provides to BPOP at least 90 days prior written Notification of the effective date of CalPERS withdrawal. Upon the effective date of such retirement, withdrawal or resignation, the Company shall either (i) be dissolved and the assets of the Company shall be distributed in kind to the Me...

Related to Limitation on Voluntary Withdrawal

  • Voluntary Withdrawal If any Partner should withdraw from the Partnership, they must give at least days’ written notice to the Partnership. Such withdrawal shall have no effect on the day-to-day operations of the Partnership.

  • Involuntary Withdrawal Involuntary withdrawal of a Partner shall include, but not be limited to, the following: a.) Death of a Partner; b.) Partner that becomes incapacitated or not able to make decisions on their own as determined by a licensed physician; c.) A handicap of a Partner that prevents the individual from carrying out their Partnership duties and obligations; d.) Incompetence or negligence of a Partner; e.) A Partner’s breach of fiduciary duties;

  • Limitation on Resignation of Servicer Subject to the provisions of Section 7.01, the second paragraph of Section 7.02, the second paragraph of Section 6.02 and the following paragraph of this Section 6.04, the Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee and the NIMs Insurer. No such resignation shall become effective until the Trustee or a successor servicer reasonably acceptable to the NIMs Insurer and the Trustee is appointed and has assumed the Servicer's responsibilities, duties, liabilities and obligations hereunder. Any such resignation shall not relieve the Servicer of any of the obligations specified in Section 7.01 and 7.02 as obligations that survive the resignation or termination of the Servicer. Notwithstanding anything to the contrary in the previous paragraph of this Section 6.04, the Trustee, the Depositor and the NIMs Insurer hereby specifically (i) consent to the pledge and assignment by the Servicer of all the Servicer's right, title and interest in, to and under this Agreement to the Servicing Rights Pledgee, if any, for the benefit of certain lenders, and (ii) agree that upon delivery to the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer whereby the Servicer shall resign as Servicer under this Agreement, notwithstanding anything to the contrary which may be set forth in Section 3.04 above, the Trustee shall appoint the Servicing Rights Pledgee or its designee as successor servicer, provided that the Servicer's resignation will not be effective unless, at the time of such appointment, the Servicing Rights Pledgee or its designee (i) meets the requirements of a successor servicer under Section 7.03 of this Agreement (including being acceptable to the Rating Agencies), provided, that the consent and approval of the Trustee, the Depositor and the NIMS Insurer shall be deemed to have been given to the Servicing Rights Pledgee or its designee, and the Servicing Rights Pledgee and its designee are hereby agreed to be acceptable to the Trustee, the Depositor and the NIMS Insurer and (ii) agrees to be subject to the terms of this Agreement. If, pursuant to any provision hereof, the duties of the Servicer are transferred to a successor servicer, the entire amount of the Servicing Fee and other compensation payable to the Servicer pursuant hereto shall thereafter be payable to such successor servicer.

  • Limitation on Allocation of Net Loss To the extent that any allocation of Net Loss would cause or increase an Adjusted Capital Account Deficit as to any Holder, such allocation of Net Loss shall be reallocated (x) first, among the other Holders of Partnership Common Units in accordance with their respective Percentage Interests with respect to Partnership Common Units and (y) thereafter, among the Holders of other classes of Partnership Units as determined by the General Partner, subject to the limitations of this Section 6.4.A(vi).

  • Limitation on Amount The Employee's salary reduction contributions: (Choose (i) or at least one of (ii) or (iii)) (i) No maximum limitation other than as provided in the Plan. [X] (ii) May not exceed 15% of Compensation for the Plan Year, -- subject to the annual additions limitation described in Part 2 of Article III and the 402(g) limitation described in Section 14.07 of the Plan. [X] (iii) Based on percentages of Compensation must equal at least 1%. --

  • Limitation on Resignation of the Master Servicer The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (i) upon determination that its duties hereunder are no longer permissible under applicable law or (ii) with the written consent of the Trustee, the NIMS Insurer and written confirmation from each Rating Agency (which confirmation shall be furnished to the Depositor, the NIMS Insurer and the Trustee) that such resignation shall not cause such Rating Agency to reduce the then current rating of the Class A Certificates or the Mezzanine Certificates. Any such determination pursuant to clause (i) of the preceding sentence, permitting the resignation of the Master Servicer, shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the Master Servicer and delivered to the Trustee and the NIMS Insurer. No resignation of the Master Servicer shall become effective until the Trustee or a successor servicer acceptable to the NIMS Insurer shall have assumed the Master Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Except as expressly provided herein, the Master Servicer shall not assign or transfer any of its rights, benefits or privileges hereunder to any other Person, nor delegate to or subcontract with, nor authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by the Master Servicer hereunder. If, pursuant to any provision hereof, the duties of the Master Servicer are transferred to a successor master servicer, the entire amount of the Servicing Fee and other compensation payable to the Master Servicer pursuant hereto shall thereafter be payable to such successor master servicer.

  • 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. (b) Following 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 Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

  • 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.

  • Limitation on Resignation of Master Servicer The Master Servicer shall not resign from the obligations and duties hereby imposed on it except (a) upon appointment of a successor servicer and receipt by the Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the rating of any of the Certificates, or (b) upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor master servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

  • Right of withdrawal If you are a consumer, you have the right to withdraw from the User Agreement without giving any reason and without penalty within 14 days of your account being opened. To do so, you must, within these 14 days, follow the process to close your account which will end the User Agreement. PayPal thinks consumers should have the choice to use our services or not so we don’t lock you into a contract. This is why, in addition to these mandatory rights, even after 14 days, you can end your agreement by closing your account. By making use of our services during the 14-day withdrawal period you require our services to be provided before the end of the 14-day right of withdrawal period. You will have to pay fees for the services you used (including during the 14-day withdrawal period) up until you close your account and withdraw your balance, if any. All pending transactions will be cancelled when you close your account. See the section “Closing your PayPal account” in the User Agreement for more details.

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