TERMINATED PARTNER Sample Clauses

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 applicable by reason of becoming a Defaulting Partner (including Sections 7.9.5 and 8.1.1) 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, [37] 42 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 e...
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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 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
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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 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
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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
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Related to TERMINATED PARTNER

  • 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).

  • Agreement Termination This Agreement will be in effect for an indefinite period and may be terminated as to new reinsurance at any time by either party giving ninety (90) days written notice of termination. The day the notice is mailed to the other party's home office, or, if the mail is not used, the day it is delivered to the other party's home office or to an officer of the other party will be the first day of the ninety (90) day period. During the ninety (90) day period, this Agreement will continue to operate in accordance with its terms.

  • Termination Other Than a Qualifying Termination If the termination of the Executive’s employment with the Company Group is not a Qualifying Termination, then the Executive will not be entitled to receive severance or other benefits.

  • Reimbursement of General Partner (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

  • Controlled Group All trades or businesses (whether or not incorporated) under common control that, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of ERISA.

  • FINRA Affiliations There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the Company.

  • Investment Management and Related Activities Except as set forth on Schedule 3.25 of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or the Company’s or its Subsidiaries’ directors, officers or employees is required to be registered, licensed or authorized under the laws or regulations issued by any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency or company, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

  • Permitted Terminations The Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

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