TERMINATED PARTNER Clause Samples

TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such Partner shall automatically cease to have any Approval or voting rights under this Agreement or with respect to the Partnership, except as provided in Section 5.1.6.1, (ii) upon the election of the Partner who is not the Terminated Partner (the "Electing Partner"), given by notice from the Electing Partner to the Terminated Partner (a "Purchase Notice") at any time after a Partner becomes a Terminated Partner, sell the Terminated Partner's interest in the Partnership to the Partnership (or to the other Partner or its designee as set forth in Section 7.9.4), at a price (the "Buy-Out Price") to be determined as hereinafter provided. The Electing Partner shall notify the Terminated Partner in writing of its election (exercisable at any time after a Partner becomes a Terminated Partner) under clause (ii), above, and (iii) the other provisions 1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such apprais...
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TERMINATED PARTNER. As defined in Section 9.6.1.
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TERMINATED PARTNER. 7.9.1 If and when the General Partner becomes a Terminated Partner, its interest in the Partnership automatically shall be deemed to be converted to that of a Limited Partner who shall be a Terminated Partner for purposes of then applying the provisions of this Section 7.9. If and when a Partner becomes a Terminated Partner, (i) such 1.1) shall apply. If a Purchase Notice has been given under clause (ii) above, the Electing Partner and the Terminated Partner shall attempt to agree upon the Buy-Out Price of the Terminated Partner's interest in the Partnership. If such agreement is not reached within thirty (30) days after the notice of election is given, the Terminated Partner, on the one hand, and the Electing Partner, on the other hand, shall each, within ten (10) additional days, appoint an M.A.I. accredited appraiser by notice to the others. The two appraisers so appointed shall, within five (5) additional days, appoint a third M.A.I. accredited appraiser and the three appraisers shall meet to determine the gross proceeds that would have been received by the Partnership if the Partnership sold, on the Termination Date, all of its assets (including the Investment) for cash at their then fair market value, less all costs and expenses of sale, including closing costs, real estate brokerage commissions and fees, title insurance premiums and escrow fees, appropriate reserves and legal and other expenses incident to such sale (the "Appraised Value"). The Appraised Value shall equal the average of the appraised values determined by each of the two appraisers whose appraisals are closest to each other. The cost of such appraisal shall be borne 50% by the Partnership and 50% by the Terminated Partner. The Buy-Out Price shall equal the amount the Terminated Partner would receive under Section 4.2.3, if all of the assets of the Partnership were sold to a third party for the Appraised Value and the Partnership were liquidated, after withholding therefrom any damages determined to be payable by the Terminated Partner under Section 5.5.3 by reason of the Terminated Partner's Major Default for all periods. If the Partnership redeems the Terminated Partner, there shall be no discount in the Buy-Out Price for any encumbrances to which such redeemed interest is subject, but the Partnership shall apply the proceeds of such redemption to satisfy such encumbrances instead of making distributions thereof to the Terminated Partner to the extent required by law (such distribut...
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Related to TERMINATED PARTNER

  • Limited Partner The name and address of the New Limited Partner of the Partnership is ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • FINRA Affiliation There is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company’s securities or (iii) beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).

  • PARTNER The term “Partner” shall mean any person who is a General Partner or a Limited Partner in the Partnership.

  • General Partner Participation The General Partner agrees that all business activities of the General Partner, including activities pertaining to the acquisition, development or ownership of any Asset shall be conducted through the Partnership or one or more Subsidiary Partnerships; provided, however, that the General Partner is allowed to make a direct acquisition, but if and only if, such acquisition is made in connection with the issuance of Additional Securities, which direct acquisition and issuance have been approved and determined to be in the best interests of the General Partner and the Partnership by a majority of the Independent Directors.

  • CFR PART 200 Termination Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for cause after giving the vendor an appropriate opportunity and up to 30 days, to cure the causal breach of terms and conditions. ESC Region 8 and TIPS Members reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process for convenience with 30 days notice in writing to the awarded vendor. The vendor would be compensated for work performed and goods procured as of the termination date if for convenience of the ESC Region 8 and TIPS Members. Any award under this procurement process is not exclusive and the ESC Region 8 and TIPS reserves the right to purchase goods and services from other vendors when it is in the best interest of the ESC Region 8 and TIPS. Does vendor agree? Yes