Common use of Withdrawal by Tax Exempt Limited Partners Clause in Contracts

Withdrawal by Tax Exempt Limited Partners. Notwithstanding any other provision of this Agreement, but subject to Sections 5.06, 5.07 and 5.08, any Limited Partner that is exempt from taxation under Section 501(a) or Section 501(c)(3) of the Code may elect to withdraw from the Partnership in whole or in part, if the Limited Partner obtains an opinion of counsel to the effect that as a result of applicable statutes, regulations, case law, administrative interpretations or similar authority, the withdrawal of the Limited Partner from the Partnership to such extent is required to enable the tax exempt Limited Partner to avoid loss of its tax exempt status under Section 501(a) or Section 501(c)(3) of the Code.

Appears in 2 contracts

Samples: Model Debenture, www.sba.gov

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Withdrawal by Tax Exempt Limited Partners. Notwithstanding any other provision of this Agreement, but subject to Sections 5.06, 5.07 and 5.08, any Limited Partner that is exempt from taxation under Section 501(a) or Section 501(c)(3) of the Code may elect to withdraw from the Partnership in whole or in part, if the Limited Partner obtains an opinion of counsel to the effect that as a result of applicable statutes, regulations, case law, administrative interpretations or similar authority, the withdrawal of the Limited Partner from the Partnership to such extent is required to enable the tax exempt Limited Partner to avoid loss of its tax exempt status under Section 501(a) or Section 501(c)(3) of the Code.

Appears in 1 contract

Samples: Limited Partnership Agreement

Withdrawal by Tax Exempt Limited Partners. Notwithstanding any other provision of this Agreement, but subject to Sections 5.06, 5.07 and 5.08, any Limited Partner that is exempt from taxation under Code Section 501(a) or Section 501(c)(3) of the Code may elect to withdraw from the Partnership in whole or in part, if the such Limited Partner obtains provides the General Partner with an opinion of counsel to the effect that that, or the General Partner otherwise determines that, (A) as a result of applicable statutes, regulations, case law, administrative interpretations or similar authority, the withdrawal of the Limited Partner from the Partnership to such extent is required to enable the tax exempt Limited Partner to avoid loss of its tax exempt status under Code Section 501(a) or Section 501(c)(3), and (B) either the result described in (A) would not be avoided by a reduction of the CodeLimited Partner’s Commitment pursuant to Section 4.11(b) or the General Partner does not agree to such reduction.

Appears in 1 contract

Samples: Limited Partnership Agreement

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Withdrawal by Tax Exempt Limited Partners. Notwithstanding any other provision of this Agreement, but subject to Sections 5.06, 5.07 and 5.08, any Special Limited Partner that is exempt from taxation under Section 501(a) or Section 501(c)(3) of the Code may elect to withdraw from the Partnership Partnership, in whole or in part, if the Special Limited Partner obtains an opinion of counsel to the effect that as a result of applicable statutes, regulations, case law, administrative interpretations or similar authority, the withdrawal of the Special Limited Partner from the Partnership to such extent is required to enable the tax exempt Special Limited Partner to avoid loss of its tax exempt status under Section 501(a) or Section 501(c)(3) of the Code.

Appears in 1 contract

Samples: CapRocq Core REIT, Inc.

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