Partner Withdrawal. (a) Notwithstanding any provision in this Agreement to the contrary, upon written demand by the General Partner, a Partner shall either (i) reduce its total Commitment to the amount of its Commitment which has been funded (at which time the Schedule of Partners shall be deemed amended to reflect such reduction), (ii) have the distributions to which such Partner would otherwise be entitled be deposited into an escrow account or (iii) withdraw from the Partnership (such Partner being a “Withdrawing Partner”), effective immediately (the “Forced Withdrawal Date”), at the time and in the manner hereinafter provided, if the General Partner shall obtain and deliver to the affected Partner an opinion of counsel to the effect that the Partnership or the General Partner bears a material risk that it would be in violation of any applicable law, rule, regulation, order, directive, special measure that may be required by government regulators, or interpretation thereof by the appropriate regulatory authority having jurisdiction, and to which the Partnership or General Partner is subject, by continuing to have such Partner as a Partner. In the event of the issuance and delivery of such opinion of counsel, the General Partner shall promptly provide to each Partner a copy thereof, together with a copy of the written demand of the General Partner sent to the affected Partner.
Partner Withdrawal. Any PARTNER may withdraw, in part or in full, from the PARTNERSHIP at any time. Notification of withdrawal must be made in writing. Funds shall be withdrawn from the SPECIAL BANK ACCOUNT of the PARTNERSHIP, shall be based on the most recent valuation of the PARTNERSHIP at the time, and shall be transferred to the bank account of record of the withdrawing partner. The PARTNERSHIP shall continue to function as a taxable entity so long as enough CAPITAL remains to do so, regardless of the withdrawals of individual PARTNERS.
Partner Withdrawal. (a) Except in connection with a transfer of all of a Partner’s Units in accordance with this Agreement, withdrawal by a Partner shall not be permitted.
Partner Withdrawal. No Partner shall be entitled to withdraw as a Partner from the Partnership except pursuant to a transfer of its entire Interest pursuant to and as permitted by this Agreement or upon Dissolution and completion of the subsequent liquidation, winding up and termination of the Partnership and its business. Except as otherwise provided in this Agreement, no Partner may withdraw any of its Capital Contributions or the balance in its Capital Account without the Approval of Partners, which may be withheld in their sole discretion.
Partner Withdrawal. (1) Notwithstanding any provision in this Agreement to the contrary, upon written demand by the General Partner, a Partner shall either (i) reduce its total Committed Capital Contributions to the amount of its Committed Capital Contributions which has been funded (at which time the Schedule of Partners shall be deemed amended to reflect such reduction), (ii) have the distributions to which such Partner would otherwise be entitled be deposited into an escrow account or (iii) withdraw from the Partnership (such Partner being a “Withdrawing Partner”), effective on the date as determined by the General Partner which shall be at least thirty (30) days following such written demand by the General Partner (the “Forced Withdrawal Date”), at the time and in the manner hereinafter provided, if the General Partner shall obtain and deliver to the affected Partner an opinion of counsel to the effect that the Partnership or the General Partner bears a material risk that it would be in violation of any applicable law, rule, regulation, order, directive, special measure that may be required by government regulators, or interpretation thereof by the appropriate regulatory authority having jurisdiction, and to which the Partnership or General Partner is subject, by continuing to have such Partner as a Partner. In the event of the issuance and delivery of such opinion of counsel, the General Partner shall promptly provide to each Partner a copy thereof, together with a copy of the written demand of the General Partner sent to the effected Partner.
