Withdrawal by Certain Limited Partners Sample Clauses

Withdrawal by Certain Limited Partners. (a) Except as otherwise expressly provided herein, a Limited Partner may not withdraw from the Partnership, unless the General Partner determines in its reasonable discretion that such Limited Partner’s withdrawal is in the best interest of the Partnership. A withdrawing Limited Partner shall remain liable to the Partnership to the extent of any breach of representation, warranty or covenant made by such Limited Partner to the Partnership.
Sample 1
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Withdrawal by Certain Limited Partners. (a) Subject to Section 9.8(b), each ERISA Partner or Governmental Plan Partner may elect to withdraw from the Partnership, or upon demand by the General Partner shall withdraw from the Partnership, at the time and in the manner hereinafter provided, if at any time during the term of the Partnership either the General Partner or any ERISA Partner or Governmental Plan Partner shall obtain an opinion of counsel (which counsel shall be reasonably satisfactory to the addressee of such opinion) addressed to the other to the effect that, as a result of (i) the manner in which the activities of the Partnership are conducted or the terms upon which any investment or investments of the Partnership are made or continued, (ii) the relative Capital Contributions of all Limited Partners, or (iii) ERISA, the Plan Asset Regulation, or any other applicable statutes, rules or regulations or case law or interpretation thereof or actions taken by any governmental authority or applicable state law, either (A) there is a reasonable likelihood that the continuation of the ERISA Partners or Governmental Plan Partners (or any of them) as Limited Partners of the Partnership will result in a violation of ERISA or other applicable law or applicable state law, rules or regulations; provided that in the case of a violation of applicable state law, rules or regulations, the General Partner may not demand the withdrawal of a Governmental Plan Partner unless there is a reasonable likelihood that such violation would have a material adverse effect on the General Partner or the Partnership, (B) in the case of a pending demand by any Limited Partner to withdraw or in the case of a pending demand by the General Partner that any Limited Partner withdraw, there is a reasonable likelihood that all or any portion of the assets of the Partnership will constitute Plan Assets or will constitute assets of any Governmental Plan Partner for the purposes of applicable state law or will be subject to the provisions of ERISA or applicable state law to substantially the same extent as if owned directly by such ERISA Partner or Governmental Plan Partner, or (C) in the case of a pending demand by any Limited Partner to withdraw or in the case of a pending demand by the General Partner that any Limited Partner withdraw, there is a reasonable likelihood that the continuation of the ERISA Partners or Governmental Plan Partners (or any of them) shall result in a non-exempt “prohibited transaction” as defined in ...
Sample 1

Related to Withdrawal by Certain Limited Partners

  • Withdrawal by a Member A Member has no power to withdraw from the Company, except as otherwise provided in Section 8. SECTION 6 SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES

  • LIABILITY OF LIMITED PARTNERS Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.

  • Withdrawal of Members A member may withdraw from this LLC by giving written notice to all other members at least days before the date the withdrawal is to be effective.

  • Withdrawal From Agreement A. Any Fund may elect to withdraw from this Agreement effective at the end of any monthly period by giving at least 90 days’ prior written notice to each of the parties to this Agreement. Upon the written demand of all other Funds which are parties to this Agreement a Fund shall withdraw, and in the event of its failure to do so shall be deemed to have withdrawn, from this Agreement; such demand shall specify the date of withdrawal which shall be at the end of any monthly period at least 90 days from the time of service of such demand.

  • NOMINATION BY ALLOTTEE WITH CONSENT The Allottee admits and accepts that after the Lock in period and before the execution and registration of conveyance deed of the said Apartment, the Allottee will be entitled to nominate, assign and/or transfer the Allottee’s right, title, interest and obligations under this Agreement subject to the covenant by the nominee that the nominee will strictly adhere to the terms of this Agreement and subject also to the following conditions:

  • Permissible Without Action by Certificateholders Xxxxxx Xxx and the Trustee, from time to time and at any time, may, without the consent of or notice (other than in the case of any instrument supplemental hereto pursuant to clause (b) below) to any Holder of a Certificate or a Lower Tier Regular Class, enter into an agreement or other instrument supplemental hereto and which thereafter shall form a part hereof, for any one or more of the following purposes:

  • Modification and Withdrawal of Tenders 2.19.1 The tenderer may modify or withdraw its tender after the tender’s submission, provided that written notice of the modification, including substitution or withdrawal of the tenders, is received by the Procuring Entity prior to the deadline prescribed for submission of tenders.

  • Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made:

  • Termination by Red Hat or Partner Red Hat may (without prejudice to any other right or remedy) terminate this Agreement in whole or in part (including any Program Appendix and Partner’s participation in any Program) for any reason at any time upon ninety (90) days prior written notice to Partner. If Partner or Red Hat breaches the terms of this Agreement, and the breach is not cured within thirty (30) days after written notice of the breach is given to the breaching Party (except for payment obligations, in which case five (5) days), then the other Party may, by giving written notice of termination to the breaching Party, terminate this Agreement in whole or in part (including any Program Appendix and Partner’s participation in any Program) without prejudice to any other right or remedy; unless a shorter cure period is otherwise stated under this Agreement or in the applicable Program Appendix and provided that no cure period is required for a breach of Sections 8, 9.1, 12.2 or 14.3 hereof.

  • How to Withdraw Consent If you have registered for the Service and you wish to withdraw your consent to have Communications provided in electronic form, you must cancel any pending transfer requests (within the time period permitted by the Service cancellation policies) and stop using the Service. There are no fees to cancel a pending transfer request (as long as such cancellation is made within the time period permitted by the Service cancellation policies).

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