Withdrawal, Death, etc Sample Clauses

Withdrawal, Death, etc. The incapacity, death, withdrawal, dissolution, or the filing for dissolution of: (i) any Credit Party; or (ii) any controlling shareholder, partner, or member of any Credit Party.

Withdrawal, Death, etc of Members. ---------------------------------- (a) The withdrawal, death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member shall not dissolve the Company. Subject to the restrictions set forth in Section 1.05(a), the legal representatives or successors of such Member shall succeed as assignee to the Member's interest in the Company upon the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of such Member, but shall not be admitted as a substituted member without the consent of the Managing Member. (b) In the event of the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member, the interest of such Member shall continue at the risk of the Company's business until the last day of the calendar month following the calendar month in which the Managing Member received written notice of such event. At the end of such period, the Managing Member shall, in its sole discretion, either (i) substitute the legal representatives or successors of the former Members as Members of the Company, provided that the Managing Member determines in its sole discretion that such legal representatives or successors are qualified to become Members of the Company, or (ii) redeem such former Member's interest in the Company in accordance with the redemption provisions set forth in this Article VI.

Withdrawal, Death, etc of Members. (a) The withdrawal, death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member shall not dissolve the Company. The legal representatives or successors of such Member shall succeed as assignee to the Member's interest in the Company upon the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of such Member, but shall not be admitted as a substituted member without the consent of the Managing Member. (b) In the event of the death, disability, incapacity, adjudication of incompetency, termination, bankruptcy, insolvency or dissolution of a Member, the interest of such Member shall continue at the risk of the Company's business until the last day of the calendar month following the calendar month in which the Managing Member received written notice of such event. At the end of such period, the Managing Member shall, in its sole discretion, either (i) substitute the legal representatives or successors of the former Members as Members of the Company, provided that the Managing Member determines in its sole discretion that such legal representatives or successors are qualified to become Members of the Company, or (ii) redeem such former Member's interest in the Company in accordance with the redemption provisions set forth in this Article VI.

Withdrawal, Death, etc of Members. (a) The withdrawal, death, adjudication of incompetency, insolvency or bankruptcy of a Member shall not dissolve the Company. Subject to the restrictions set forth in Section 1.05(a), upon the assignment of a Member's Units by operation of law (i) pursuant to the death, adjudication of incompetency, insolvency or bankruptcy of such Member or (ii) pursuant to the corporate reorganization or merger of such Member, the legal representatives or successors of such Member shall succeed as assignee to the Member's interest in the Company, but shall not be admitted as a substituted member without the consent of the Managing Member. (b) In the event of the assignment of a Member's Units by operation of law (i) pursuant to the death, adjudication of incompetency, insolvency or bankruptcy of such Member or (ii) pursuant to the corporate reorganization or merger of such Member, the legal representatives or successors of such Member will be required to promptly provide written notice of such event to the Company. The membership interest of such Member shall continue at the risk of the Company's business until the last day of the calendar month following the calendar month in which the Managing Member received written notice of such event. At the end of such period, the Managing Member shall, in its sole discretion, either (i) substitute the legal representatives or successors of the former Members as Members of the Company, provided that the Managing Member determines in its sole discretion that such legal representatives or successors are qualified to become Members of the Company, or (ii) redeem such former Member's interest in the Company in accordance with the redemption provisions set forth in Article V.

Withdrawal, Death, etc. The incapacity, withdrawal, dissolution, or the filing for dissolution of: (i) any Credit Party (except as may be expressly permitted hereby); or (ii) any controlling shareholder of any Credit Party.

Withdrawal, Death, etc of Limited Partner. ------------------------------------------- (a) Except as otherwise provided in Sections 2.06 and 2.10 hereof, should a Limited Partner or Limited Partners desire to withdraw from the Partnership, it or they shall notify the General Partner of such intent no later than thirty days before the end of the then current Fiscal Year of its or their withdrawal to be effective on and as of midnight on the last day of such Fiscal Year, unless the Partnership is terminated earlier. Except as provided in Section 6.03, the Limited Partner shall be entitled to receive the positive balance of his Capital Account (as adjusted pursuant to Section 3.04 hereof) as the same is shown on the Partnership's books and records as of the effective day of such withdrawal. The Capital Accounts of the withdrawing Limited Partner shall be paid in cash or, at the sole option of the General Partner, by distribution of Partnership property valued in accordance with this Agreement to the withdrawing Limited Partner by the Partnership as soon as reasonably practicable after the books of the Partnership are closed with respect to such Fiscal Year and the Partnership's information tax return for such Fiscal Year has been prepared. The General Partner may, at its sole option, estimate the withdrawing Limited Partner's Capital Account as of the end of the Fiscal Year, and may make a payment in partial satisfaction of the Capital Account of the withdrawing the Limited Partner, before the books are closed and the Partnership's information tax returns are completed for such Fiscal Year. (b) The withdrawal, liquidation, death or insanity of a Limited Partner shall not dissolve the Partnership. (c) In the event of the liquidation, death or insanity of a Limited Partner, the positive Capital Account balance (as adjusted pursuant to Section 3.04 hereof) of such Limited Partner shall be paid to the legal representative of such liquidated, deceased or insane Limited Partner following the close of the Fiscal Year in accordance with the provisions of Section 6.02(a) as if such deceased or insane Limited Partner had voluntarily withdrawn from the Partnership, except as provided in Section 6.03 hereof. In the event of the liquidation, death or insanity of a Limited Partner, the legal representatives of such Limited Partner may, with the written approval of the General Partner, continue as a Limited Partner after the end of the Fiscal Year during which such event occurred. The interest of...

Withdrawal, Death, etc of Partners. (a) The General Partner shall not have the right to withdraw from the Partnership except as provided in Section 6.01. (b) The withdrawal, death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of a Partner shall not in and of itself dissolve the Partnership. The legal representatives of a Partner shall succeed as assignee to the Partner's interest in the Partnership upon the death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of a Partner, but shall not be admitted as a substitute Partner without the consent of the General Partner, which consent may be given or withheld in its sole and absolute discretion. In the event of death, disability, incapacity, incompetency, termination, bankruptcy, insolvency or dissolution of a Partner or the giving of notice of withdrawal by a Partner, such Partner's interest in the Partnership shall continue at the risk of the Partnership's business until the effective date of the Partner's withdrawal or the earlier termination of the Partnership.

Withdrawal, Death, etc o f Non-Managing Members

Withdrawal, Death, etc. OF GENERAL PARTNER. The General Partner may, upon 30 days' prior notice, withdraw from the Partnership at the end of any fiscal year commencing with the first fiscal year of the Partnership. The withdrawal, death or insanity of the General Partner shall dissolve the Partnership. The Partnership shall terminate and a majority in interest of the Limited Partners may select one or more persons to wind up the affairs of the Partnership in due course and discharge the functions exercised by the General Partner under Section 9.02 subject to Section 2.05 and Section 2.06 hereof. In the event of the death or insanity of the General Partner or the giving of notice of withdrawal by the General Partner, the interest of the General Partner shall continue at the risk of the Partnership business until the affairs of the Partnership have been wound up in due course. If the General Partner becomes disabled and remains so disabled for more than 15 consecutive days, the Limited Partners may by a vote of a majority in interest select one or more persons to perform the functions of the General Partner during the period of disability; but if the disability continues for 90 days from the date on which the General Partner becomes disabled, the Partnership shall in any event terminate. Prior to the selection by a majority in interest of the Limited Partners of one or more persons to perform the functions of the General Partner, pursuant to this paragraph, a person or persons designated by prior appointment by the General Partner may perform such functions. The person designated by prior appointment by the General Partner to function as General Partner shall be entitled to all of the powers of the General Partner and to the benefit of Section 2.05 and 2.06 and shall be paid a reasonable fee as determined by the General Partner and reimbursed for his reasonable expenses. For purposes of this Section 8.01, the General Partner is "disabled" if because of disease or injury he is rendered unable to perform his duties as General Partner under this Agreement.

Withdrawal, Death, etc. OF LIMITED PARTNER. A Limited Partner may, upon 30 days' prior notice withdraw from the Partnership at the end of any fiscal year commencing with the first fiscal year of the Partnership. The withdrawal, death or insanity of a Limited Partner shall not dissolve the Partnership. In the event of death or insanity of a Limited Partner of the giving of notice of such Limited Partner shall continue at the risk of the Partnership business until the last day of the fiscal year in which such event takes place (herein called the "year of determination") or earlier termination of the Partnership. If the Partnership is continued after the expiration of the year of determination, such Limited Partner or his legal representatives shall be entitled to receive within 60 days of the end of such fiscal year, in accordance with Section 8.03, the Liquidating Share of such Limited Partner as of the end of the year of determination. The interest of a Limited Partner who serves notice of withdrawal, dies or becomes insane or the interest of the legal representatives of such Limited Partner shall not be included in calculating a majority in interest of the Limited Partners under Section 7.01, Section 8.01 and Section 11.04.