Upon Dissociation Sample Clauses
The 'Upon Dissociation' clause defines the rights and obligations of parties when a member leaves or is removed from an organization, such as a partnership or limited liability company. Typically, this clause outlines what happens to the departing member's ownership interest, how and when any buyout or payment will occur, and the process for transferring responsibilities or assets. Its core practical function is to provide a clear and orderly procedure for handling changes in membership, thereby minimizing disputes and ensuring continuity for the remaining members.
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Upon Dissociation. Dissociation from the Company and or a Series occurs upon a Member’s expulsion, Transfer, or redemption of all of the Member’s Membership Interests (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (1) the Member’s right to participate in the governance, receive information concerning the Company’s and Series’ affairs, and inspect the Company’s and Series’ books and records will terminate; and (2) unless the Dissociation resulted from the Transfer of the Member’s Membership Interests, the Member will be entitled to receive the Distributions to which the Member would have been entitled to as of the effective date of the Dissociation, had the Dissociation not occurred until the Member has fully redeemed its Membership Interests in accordance with the terms herein. The Member will remain liable for any obligation to the Series and/or Company that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Member’s breach of this Agreement. Under most circumstances, the Member will have no right to any return of its capital prior to the termination of the Series and/or the Company, unless the Manager elects to return capital to a Member. The effect of such Dissociation on the remaining Members will be an increase of their percentage share of the remaining assets of the Series and/or the Company, and thus their proportionate share of future earnings, losses, and Distributions. The reduction in the outstanding Membership Interests will also increase the relative voting power of remaining Members of the Series. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC
Upon Dissociation. Dissociation from the Fund occurs upon a Limited Partner’s expulsion, transfer or redemption of all of the Limited Partner’s Limited Partnership Interests, withdrawal or resignation (an “Event of Dissociation”). Upon the occurrence of an Event of Dissociation: (1) the Limited Partner’s right to participate in the Fund’s governance, receive information concerning the Fund’s affairs and inspect the Fund’s books and records will terminate; and (2) unless the Dissociation resulted from the Transfer of the Limited Partner’s Limited Partnership Interests, the Limited Partner will be entitled to receive the Distributions to which the Limited Partner would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Limited Partner will remain liable for any obligation to the Fund that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Limited Partner’s breach of this Agreement. Under most circumstances, the Limited Partner will have no right to any return of his or her capital prior to the termination of the Fund unless the General Partner elects to return capital to a Limited Partner. The effect of such Dissociation on the remaining Limited Partners who do not sell will be to increase their percentage share of the remaining assets of the Fund, and thus their proportionate share of its future earnings, losses and Distributions. The reduction in the outstanding Limited Partnership Interests will also increase the relative voting power of remaining Limited Partners. LIMITED PARTNERSHIP AGREEMENT VELOCE CAP FUND 1 LP
Upon Dissociation. Upon the occurrence of any such event described in this Article (an event of “Dissociation”):
(1) the Member’s right to participate in the LLC’s governance, receive information concerning the LLC’s affairs and inspect the LLC’s books and records will terminate; and (2) unless the Dissociation resulted from the Transfer of the Member’s Membership Units, the Member will be entitled to receive the Distributions to which the Member would have been entitled as of the effective date of the Dissociation had the Dissociation not occurred. The Member will remain liable for any obligation to the LLC that existed prior to the effective date of the Dissociation, including any costs or damages resulting from the Member’s breach of this Agreement. Under most circumstances, the Member will have no right to any return of his or her capital prior to the termination of the LLC unless the Manager elects to return capital to a Member. The effect of such Dissociation on the remaining Members who do not sell will be to increase their percentage share of the remaining assets of the LLC, and thus their proportionate share of its future earnings, losses and distributions. The reduction in the outstanding Membership Units will also increase the relative voting power of remaining Members.