Waiver of Partition and Withdrawal Sample Clauses

Waiver of Partition and Withdrawal. The Partners acknowledge that care has been taken in this Agreement to provide for the fair and just payment on liquidation of the interest of all Partners, and that partition of the Partnership property prior to any of the occurrences contemplated herein would cause irreparable damage to the Partnership's business. Accordingly, each Partner hereby waives and renounces his or her right to seek appointment by any court of a liquidator for the Partnership, or to seek the partition of the Partnership or any Partnership property for any reason. Further, except as specifically provided in this Agreement, it is agreed that no Partner shall have the right to withdraw any part of his or her Capital Contribution prior to the termination of this Partnership, and then only as contemplated herein and to the extent of Partnership assets.
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Waiver of Partition and Withdrawal. The Members acknowledge that this Agreement provides for the fair and just payment and liquidation of the Members' Interests in the Company, and that partition of the Company's property prior to any of the occurrences contemplated in this Article would cause irreparable damage to the Company. Accordingly, each Member hereby waives and renounces his or her right, if any, to seek appointment, for any reason, by any court of a liquidator of the Company, or to seek the partition of the Company or any Company property, Further, except as specifically provided in this Agreement, it is agreed that no Member shall have the right to withdraw any part of his or her Capital Contribution prior to the termination of this Company, and then only as contemplated in this Article and to the extent of the Company's assets.
Sample 1

Related to Waiver of Partition and Withdrawal

  • Effect of Withdrawal The Company shall not be dissolved by the dissolution or other event of withdrawal of a Member if any Member remains to carry on the business of the Company.

  • Rescission and Withdrawal Right Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

  • Election and Removal of Directors Upon election by the Member, each Director shall hold office until his or her death, disability, resignation or removal at any time at the pleasure of the Member. If a vacancy occurs on the Board, the Member shall, as soon as practicable after the occurrence of such vacancy, elect a successor so that the Board remains fully constituted at all times.

  • Dissolution and Termination of Trust (a) The Trust shall dissolve upon the earliest of:

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Distribution Upon Withdrawal No withdrawing Member shall be entitled to receive any distribution or the value of such Member’s Interest in the Company as a result of withdrawal from the Company prior to the liquidation of the Company, except as specifically provided in this Agreement.

  • Winding Up and Certificate of Cancellation The winding up of the LLC shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provisions therefore has been made, and all of the remaining property and assets of the LLC have been distributed to the Member. Upon the completion of the winding up of the LLC, a Certificate of Cancellation of the LLC shall be filed with the Delaware Secretary of State.

  • Demand Withdrawal A Holder may withdraw its Registrable Securities from a Demand Registration at any time prior to the effective time of the Registration Statement covering the applicable Demand Registration by giving written notice of such withdraw prior to the effective time of such Registration Statement. If all Holders withdraw their Registrable Securities from a Demand Registration, the Company shall cease all efforts to secure registration. The Company shall not withdraw a Registration Statement relating to a Demand Registration without the written consent of the Initiating Holders, unless required to do so by law, regulation or upon the request of the SEC.

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