Required Withdrawal. The General Partner may require the complete or partial withdrawal of a Limited Partner if the General Partner determines such Limited Partner’s Interest is reasonably likely to cause: (x) the Partnership’s assets to be characterized as “plan assets” under ERISA and the Internal Revenue Code, whether or not such Limited Partner is subject to ERISA or the Internal Revenue Code; (y) the Partnership or any Partner to be required to register under the Investment Company Act; or (z) a material delay, expense, or other material adverse effect on the Partnership, the General Partner or any Affiliate of the foregoing.
Required Withdrawal. The General Partner may require a Limited Partner to withdraw from the Fund on 10 days’ prior written notice to the Limited Partner (who shall be treated for all purposes as a Limited Partner who has given a withdrawal notice under §6.1) for any reason or no reason. In addition, if the required withdrawal is the result of (i) an Interest having been owned by or for the benefit of a person restricted or prohibited from owning the Interest; (ii) misrepresentations made in the Fund’s Subscription Agreement; or (iii) the failure of a Limited Partner to provide any of the information, forms and certifications required under §5.8 or §6.8, or (iv) from the unauthorized transfer of an Interest, the effective withdrawal date may be retroactive in the sole discretion of the General Partner.
Required Withdrawal. Notwithstanding anything contained herein to the contrary, the General Partner may, at any time and without prior notice, require any Limited Partner which in its sole determination it deems to be a Regulated Limited Partner, to withdraw entirely from the Partnership, or to withdraw a portion of its Capital Account as necessary in order for the assets of the Partnership not to be treated as Plan Assets under ERISA. The Limited Partner thus designated shall be deemed to have withdrawn from the Partnership or to have made a partial withdrawal from its Capital Account, as the case may be, without further action on the part of the Limited Partner.
Required Withdrawal. Notwithstanding any other provision of this Agreement, the General Partner, upon written notice to an Individual Partner, may require such Individual Partner to withdraw as a partner of the Partnership at any time, for any reason. Except as otherwise determined by the General Partner, an Individual Partner shall be deemed to have requested to Voluntarily Withdraw upon such Individual Partner becoming an Inactive Partner.
Required Withdrawal.
(a) In the event that a Hospital has committed an Event of Default and the cure period, if any, specified for such default has expired, the Alliance board may determine, pursuant to the conflict of interest policy (Schedule A) to:
(i) require the defaulting Hospital to withdraw from the Agreement and the Alliance; or
(ii) waive or excuse the Event of Default, on the terms and conditions set by the Alliance board, which may include allocating liability arising from the Event of Default solely to the defaulting Hospital; or
(iii) immediately terminate the Agreement and the Alliance pursuant to Article 6.
(b) In addition, a Hospital shall be required to withdraw from the Agreement and the Alliance in the event it receives a Ministry Direction.
(c) In the event the Alliance board requires the defaulting Hospital to withdraw from the Agreement and the Alliance, the defaulting Hospital shall withdraw from the Alliance effective on the fiscal year end that follows the decision of the Alliance board, provided that the fiscal year end is at least six (6) months after the date of such decision.
(d) The Alliance board (voting without the defaulting Hospital’s Site Committee members participating) may, in its discretion, choose to waive the notice required by paragraph (b) in whole or in part.
Required Withdrawal. In the event that a Hospital has committed an Event of Default and the cure period, if any, specified for such default has expired, the Alliance board may determine, pursuant to the conflict of interest policy (Schedule A) to: require the defaulting Hospital to withdraw from the Agreement and the Alliance; or waive or excuse the Event of Default, on the terms and conditions set by the Alliance board, which may include allocating liability arising from the Event of Default solely to the defaulting Hospital; or immediately terminate the Agreement and the Alliance pursuant to Article 6. In addition, a Hospital shall be required to withdraw from the Agreement and the Alliance in the event it receives a Ministry Direction. In the event the Alliance board requires the defaulting Hospital to withdraw from the Agreement and the Alliance, the defaulting Hospital shall withdraw from the Alliance effective on the fiscal year end that follows the decision of the Alliance board, provided that the fiscal year end is at least six (6) months after the date of such decision. The Alliance board (voting without the defaulting Hospital’s Site Committee members participating) may, in its discretion, choose to waive the notice required by paragraph (b) in whole or in part. Withdrawal Reconciliation Any Hospital that withdraws from this Agreement (whether under Section 5.02 or 5.03) and from the Alliance shall be responsible for: its own expenses incurred relating to its withdrawal from the Alliance; any costs or expenses incurred by the Alliance related to the Hospital’s withdrawal from the Alliance; its Percentage Interest of any existing and ongoing liabilities (including equipment loans and lines of credit) incurred by the Hospitals collectively during the period that the withdrawing Hospital was a member of the Alliance; its Percentage Interest of the ongoing (i.e., following the withdrawing Hospital’s withdrawal date) obligations under contracts that have been entered into by the Alliance on behalf of the Hospitals collectively, unless the contract allows for the withdrawal of a Hospital during the contract’s term; and settling all Intercorporate Transfer Accounts and Capital Accounts. The withdrawing Hospital shall, on withdrawal: be (for greater certainty) the exclusive owner of any Assets (excluding cash) or Real Property that it owned prior to the Effective Date, unless the Hospital has disposed of such Assets or Real Property; be the exclusive owner of any cash on its...
Required Withdrawal. A Limited Partner shall be removed from the Partnership if, by reason of a change in any law, regulation or governmental order to which such Limited Partner is subject occurring after its admission to the Partnership, a violation of any such law, regulation or order is likely to result without such removal. Notwithstanding its removal, any such Limited Partner shall remain liable to the Partnership to the extent of any breach of a representation, warranty or covenant made by such Limited Partner to the Partnership arising out of or relating to such removal. A Limited Partner seeking to be removed pursuant to this Clause 33.2 shall supply such opinions of legal counsel and other information as the General Partner may reasonably request to verify such Limited Partner’s right to be removed pursuant to this Clause 33.2.
Required Withdrawal. Notwithstanding any other provision of this Agreement, the Board, upon written notice to an Individual Member, may require such Individual Member to withdraw as a Member of the Company at any time and for any reason. Except as otherwise determined by the Board, an Individual Member shall be deemed to have requested to Voluntarily Withdraw upon such Individual Member becoming an Inactive Member.
Required Withdrawal. The Manager Member may require the ----------- ------------------- withdrawal of any Other Member by giving such Other Member written notice of his or her withdrawal from the Company. For purposes of the Member's Account, the effective date of withdrawal of any such Other Member to whom notice of required withdrawal is given shall be on the last day of the calendar month in which such notice shall have been given and the distribution to the Member of his Account shall be made by the tenth day of the following month. All of the other provisions of this Agreement shall apply as though the Member to whom such notice of withdrawal has been given had voluntarily withdrawn.
Required Withdrawal. (a) A Limited Partner may be required to withdraw from the Partnership if the General Partner determines, in its sole discretion, that such withdrawal is necessary or advisable because (i) by virtue of that Limited Partner's interest in the Partnership, the Partnership is reasonably likely to be subject to any reporting requirement under the Securities Exchange Act of 1934, as amended, (ii) the Limited Partner is no longer employed by a member of the XL Group or, in the case of Immediate Family Members, is no longer an Immediate Family Member of an employee of the XL Group or (iii) by virtue of that Limited Partner's interest in the Partnership, the Partnership is likely to experience a significant delay, extraordinary expense or other material adverse effect on the Partnership or any of its Affiliates or any of its investments or prospective investments.
(b) Withdrawals pursuant to this Section 8.6 shall be effected by the Partnership's purchase of the Limited Partner's interest in the Partnership at a price equal to the fair market value of such interests as determined from time to time by the General Partner in its sole discretion.
