Limitations on Withdrawal of Capital Account Sample Clauses

Limitations on Withdrawal of Capital Account. The right of any withdrawn Partner or his or its legal representatives to have distributed the Capital Account of such Partner pursuant to this Article VI is subject to the provision by the General Partner for all Partnership liabilities in accordance with the Act and for reserves for estimated accrued expenses, liabilities and contingencies all in accordance with Sec.
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Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from a Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article V is subject to the provision by the Managing General Partner for all Partnership liabilities in accordance with the Law and for reserves for contingencies and estimated accrued expenses and liabilities in accordance with Section 3.08, and for projected Incentive Allocations. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied, with interest at the prevailing savings bank rate for unrestricted deposits from time to time in effect in New York, New York, as determined by the Managing General Partner, after the Managing General Partner shall have determined that the need therefor shall have ceased. (b) The Managing General Partner may suspend subscription for limited partnership interests, the determination of the net asset value and the net asset value of each Limited Partner’s Capital Account(s), and/or withdrawal rights (including the right to receive withdrawal proceeds), in whole or in part for any and all Limited Partners at any time: (i) during any period when any stock exchange or over-the-counter market on which any of the Partnership’s investments are quoted, traded or dealt in is closed, other than for ordinary holidays and weekends, or during periods in which dealings are restricted or suspended; (ii) during the existence of any state of affairs as a result of which, in the opinion of the Management Company, disposal of part or all of the assets of the Partnership or the calculation of the net asset value would not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Limited Partners; (iii) during any breakdown in the means of communication normally employed in determining the price or value of the Partnership’s assets or liabilities, or of current prices in any stock market as aforesaid, or when for any other reason the prices or values of any assets or liabilities of the Partnership cannot reasonably be promptly and accurately ascertained; (iv) during any period when the transfer of funds involved in the realization or acquisition of any investments cannot, in the opinion of the Management Company, be effected at normal rates of exchange; or (v) where such withdr...
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Limitations on Withdrawal of Capital Account. Prorated ------------------------------------------------------ Distributive Share. The right of any withdrawn, terminated, liquidated, ------------------ deceased or insane Partner or his legal representative to have distributed the positive balance of such Partner's Capital Account is subject to the reasonable provision by the General Partner, the successor General Partner or the Terminating Party, as appropriate, for all Partnership liabilities in accordance with the Texas Act and for reserves for contingencies, which reserves shall be held in escrow. The unused portion of any reserve shall be distributed after the General Partner shall have determined that the need therefor shall have ceased.
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Limitations on Withdrawal of Capital Account. A Member may not withdraw any amounts from such Member’s Capital Account unless permitted by the Board of Directors, in its sole and absolute discretion. If a withdrawal is permitted by the Board of Directors, the Board of Directors will charge the withdrawing Member an amount equal to actual costs and expenses incurred by the Company in connection with such withdrawal of capital. In addition to the actual costs and expenses incurred in connection with a withdrawal of capital, the Board of
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Limitations on Withdrawal of Capital Account. The right of any withdrawn Partner or its legal representatives to have distributed the Capital Account of such Partner pursuant to this Article VI is subject to the provision for all Partnership liabilities in accordance with the Act. The unused portion of any reserve shall be distributed to such withdrawn Partner, with interest at the average (calculated weekly) per annum short term (13 week) Treasury Xxxx rate, when the need therefor shall have ceased.
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Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from its Capital Account and to have distributed to it any such amount (or any portion thereof) pursuant to this Article V is subject to the provision by the General Partner for all Partnership liabilities in accordance with the Act and for reserves for existing or anticipated liabilities or contingencies and estimated accrued expenses and liabilities. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. (b) The General Partner, by written notice to the Limited Partners, may temporarily suspend or delay (in whole or in part) the determination of the Net Asset Value of the Onshore Partnership and the Net Asset Value of an Interest, the right to subscribe for or purchase Interests, the right to make voluntary withdrawals, and/or the right to receive payment of withdrawal proceeds, or any combination of the foregoing in each case, in all cases to the extent permitted under ERISA, as may be applicable, during the whole or any part of any period when: (i) any exchange, board of trade, or over-the-counter market in which a significant portion of the Onshore Partnership’s (or the Master Partnership’s) investments are currently quoted or traded is closed, other than for customary holidays and weekends, or for which dealings therein are restricted or suspended or quotes cannot otherwise be accurately obtained; (ii) any state of affairs exists which, in the opinion of the General Partner, constitutes an emergency (including, but not limited to, a determination by the General Partner that a material adverse change or disruption has occurred in the financial, banking or capital markets generally which has or could reasonably be expected to have a material adverse effect on the Onshore Partnership or the Master Partnership) rendering disposition of the Onshore Partnership’s (or the Master Partnership’s) investments to be not reasonably practicable or seriously prejudicial to the Onshore Partnership, the Master Partnership or the Limited Partners; (iii) any breakdown in the means of communication normally employed in determining the price or value of any portion of the assets of the Onshore Partnership’s or the Master Partnership’s investments, or of current prices in any market as described above has occurred, or for any other reason the prices or values of any assets owned by the Onshore Partnership or the Master Partnership canno...
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Limitations on Withdrawal of Capital Account. A Member may not withdraw any amounts from such Member’s Capital Account unless permitted by the Board of Directors, in its sole and absolute discretion. If a withdrawal is permitted by the Board of Directors, the Board of Directors will charge the withdrawing Member an amount equal to actual costs and expenses incurred by the Company in connection with such withdrawal of capital. In addition to the actual costs and expenses incurred in connection with a withdrawal of capital, the Board of Directors may withhold an amount, determined in its sole and absolute discretion, for liabilities and contingencies of the Company for which such withdrawing Member may be liable under this Agreement (the “Contingency Reserve”). After the Board of Directors has determined, in its sole and absolute discretion, that the liabilities or the contingencies for which the Contingency Reserve was withheld have ceased to exist, any unused portion of the Contingency Reserve shall be returned to the applicable withdrawn Member as soon as it is reasonably practicable.
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Limitations on Withdrawal of Capital Account. (a) The right of any Partner or its legal representatives to withdraw any amount from its Capital Account(s) and to have distributed to it any such amount (or any portion thereof) pursuant to this ARTICLE VII is subject to the provision by the General Partner for all Partnership Liabilities in accordance with the Act and for reserves for contingencies and estimated accrued expenses and liabilities in accordance with Section 5.7. In addition, no withdrawal shall be permitted that would result in a Capital Account having a negative balance. The unused portion of any reserve shall be distributed to the Partners to which the reserve applied after the General Partner shall have determined that the need therefor shall have ceased. (b) The General Partner, by written notice to the Limited Partners, may suspend withdrawal rights, in whole or in part, when there exists in the opinion of the General Partner a state of affairs where disposal of the Partnership’s assets, or the determination of the value of a Limited Partner’s Capital Account or the Net Asset Value of the Partnership, would not be reasonably practicable or would be seriously prejudicial to the non-withdrawing Limited Partners. (c) In the event that withdrawal requests are received in any month and such requests exceed 25% of the Net Asset Value of the Partnership as of such date (the “Gate”), the General Partner may, in its sole discretion, (i) satisfy all such withdrawal requests, or (ii) reduce such withdrawal requests pro rata in accordance with withdrawal requests, so that an amount equal to the Gate (or more, in the sole discretion of the General Partner) is withdrawn. A withdrawal request that is not satisfied in full because of the Gate will be fully satisfied as of the last day of the next month as long as it is not limited by the Gate (and if not fully satisfied as of the next month because of the Gate, then it will be fully satisfied as of the next month and, if necessary, successive months each time subject to the Gate; provided that, any such withdrawal request will be fully satisfied before satisfying any later withdrawal requests), and any unsatisfied portion of any such withdrawal request will continue to be at risk in the Partnership’s business. The portion of the withdrawal requests that are not satisfied on a Withdrawal Date shall remain invested in, and therefore still subject to the risks of, the Partnership until such time as they are withdrawn. (d) The General Partner, by written...
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Related to Limitations on Withdrawal of Capital Account

  • Limitations on Return of Capital Contributions Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

  • Withdrawal of Capital No Member may withdraw all or any part of its Capital Contribution except with the unanimous consent of the mangers or as provided in Article III (regarding distributions generally) or Article VIII (regarding dissolution of the Company).

  • Transfer of Capital Accounts The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s). (b) Each General Partner shall indemnify and hold harmless the Partnership and all Partners from its Withdrawal in violation of Section 13.1(a) hereof. Each General Partner shall be liable for damages to the Partnership resulting from its Withdrawal in violation of Section 13.1(a).

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Maintenance of Capital Accounts There shall be established for each Partner on the books of the Partnership as of the date such Partner becomes a Partner a capital account (each being a “Capital Account”). Each Capital Contribution by any Partner, if any, shall be credited to the Capital Account of such Partner on the date such Capital Contribution is made to the Partnership. In addition, each Partner’s Capital Account shall be (a) credited with (i) such Partner’s allocable share of Net Income of the Partnership and any item of income or gain (including unrealized gain to the extent allowable) that is specially allocated for Section 704(b) book purposes to such Partner pursuant to Section 5.4(e) or Section 6.2(b), and (ii) the amount of any Partnership liabilities that are assumed by the Partner or secured by any Partnership property distributed to the Partner, (b) debited with (i) the amount of distributions (and deemed distributions) to such Partner of cash or the fair market value of other property so distributed, (ii) such Partner’s allocable share of Net Loss of the Partnership and any item of deduction or loss (including unrealized loss to the extent allowable) that is specially allocated for Section 704(b) book purposes to such Partner pursuant to Section 6.2(b), and (iii) the amount of any liabilities of the Partner assumed by the Partnership or which are secured by any property contributed by the Partner to the Partnership and (c) otherwise maintained in accordance with the provisions of the Code and the United States Treasury Regulations promulgated thereunder. Any other item which is required to be reflected in a Partner’s Capital Account under Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder or otherwise under this Agreement shall be so reflected. The General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a Partner’s interest in the Partnership. Interest shall not be payable on Capital Account balances. Notwithstanding anything to the contrary contained in this Agreement, the General Partner shall maintain the Capital Accounts of the Partners in accordance with the principles and requirements set forth in Section 704(b) of the Code and the United States Treasury Regulations promulgated thereunder, provided, however, for purposes of this Agreement, (i) each holder of a series of Class B Common Units that is also a holder of regular Common Units, another series of Class B Common and/or a series of Class C Common Units and (ii) each holder of a series of Class C Common Units that is also a holder of regular Common Units, another series of Class C Common Units and/or a series of Class B Common Units shall, in each case under clause (i) or clause (ii), be deemed to have a separate Capital Account for each series of Class B Common Units, for each series of Class C Common Units and for the regular Common Units held by such holder. The Capital Account balance of a Partner with respect to each Preferred Unit held by such Partner shall equal the Liquidation Preference per Preferred Unit as of the date such Preferred Unit is initially issued and shall be increased as set forth in Article XVI.

  • Withdrawal of Assets If an arrangement with an Eligible Securities Depository no longer meets the requirements of Rule 17f-7, the Custodian shall direct the Domestic Subcustodian to withdraw the Fund’s Foreign Assets from such depository as soon as reasonably practicable.

  • Withdrawal of a Member For purposes of this Agreement, a “Withdrawn Member” is a member who is bankrupt, has resigned, or has retired (a “Withdrawal Event”). Upon a Withdrawal Event, the Withdrawn Member or any successor in interest to the Withdrawn Member shall become an Assignee of the Withdrawn Member’s Membership Interest in the Company.

  • Capital Accounts The Company will maintain a Capital Account for each Member on a cumulative basis in accordance with federal income tax accounting principles.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest. (b) Upon the Withdrawal of any Partner, including by the occurrence of any withdrawal event under the Partnership Act with respect to any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein. (c) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such person’s GP-Related Partner Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such person’s GP-Related Partner Interest, with such GP-Related Partner Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability. (d) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, as of a date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail. (e) The Withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

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