Withdrawal from Partnership Sample Clauses

Withdrawal from Partnership. Such Grantor will not, without the express written consent of the Collateral Agent and the Lenders, actively cause itself to withdraw as a general partner or limited partner, as the case may be, of the Partnership.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Withdrawal from Partnership. 16.1 Any Partner Authority may withdraw from this Agreement in accordance with the following procedure. 16.2 Any Partner Authority that wishes to withdraw from this Agreement (“the Withdrawing Partner Authority”) shall give not less than twelve (12) months' notice to the each of the other Partner Authorities of its intention to do so. 16.3 In the event that any Partner Authority gives notice of its intention to withdraw from this Agreement in accordance with clause 16.2 and the intended withdrawal date is within three (3) years of the Operational Start Date then HCC (or the Partner Authority nominated by the remaining Partner Authorities in the event that HCC is the Withdrawing Partner Authority) shall consult all the other Partner Authorities upon which such notice has been served giving due consideration to ensuring that the HHIA is left in no better nor no worse position as a result of the Withdrawing Partner Authority exercising its right to withdrawal than if the Withdrawing Partner Authority had not withdrawn until the third anniversary of the Operational Start Date. The consultation shall include but not be limited to consideration of: 16.3.1 any loss of funding which may arise from such withdrawal to include any non-payment, clawback or repayment of such funding; 16.3.2 any increased costs to the remaining Partner Authorities in operating this Agreement or otherwise; 16.3.3 any redundancy costs to be paid in accordance with clause 12.3.2 or other employment or staffing costs; 16.3.4 any other loss, liability, damage, claim or expense which would be incurred by the other Partner Authorities by reason of such withdrawal from this Agreement; and 16.3.5 whether as a result of the withdrawal the HHIA should cease to operate or whether any revision would be required to the governance arrangements under which the HHIA operates. 16.4 Any Withdrawing Partner Authority wishing to withdraw from this Agreement in accordance with clause 16.3 undertakes as a condition of such withdrawal to make, prior to withdrawal, such reasonable payment or payments as shall be determined in accordance with clause 16.3 and approved by the HHIA Board and no notice of withdrawal under clause 16.3 shall take effect unless and until such payment has been made. 16.5 Any Withdrawing Partner Authority (whether or not this is within three (3) years of the Operational Start Date) hereby acknowledges and confirms that it will remain liable for and will make any payments that are due in ...
Sample 1Sample 2
Withdrawal from Partnership. Except as otherwise provided in this Section 10.1, no Limited Partner may withdraw from the Partnership or make a demand for or receive paid-in capital. It is the intent of the General Partner to begin the sale of all Partnership Assets in year five of the Company with the hope to have all Assets disposed of in year six whereby all Units shall be considered redeemed.
Sample 1Sample 2
Withdrawal from Partnership. Except as otherwise provided in this Section 10.1, no Limited Partner may withdraw from the Partnership or make a demand for or receive paid-in capital. Limited Partners will be sent notice advising them of the expiration of the applicable Non-Withdrawal Period.
Sample 1
Withdrawal from Partnership. Except as provided herein, no Partner may (a) withdraw from the Partnership prior to the dissolution and winding up of the Partnership without the consent of all of the other Partners, (b) demand or receive property other than cash in return for his or her Capital Contribution, or, (c) except as provided in the Act, have priority over any other Partner as to the return of his or her Capital Contribution or as to profits or distributions hereunder. If a General Partner attempts to withdraw from the Partnership, and such a withdrawal violates this Agreement, the Partnership shall have a cause of action against such General Partner, as provided in the Act, and such General Partner will not be entitled to any indemnification pursuant to Article VIII hereof. Except as otherwise provided herein, no Partner shall be entitled to receive the fair value of his interest in the Partnership prior to the dissolution and winding up of the Partnership.
Sample 1
Withdrawal from Partnership. Each of the Partners covenants and agrees that it will not voluntarily withdraw from the Partnership and will carry out its duties and responsibilities hereunder until the Partnership is terminated, liquidated and dissolved pursuant to Section 20 hereof or unless such Partner’s Interest is completely disposed of in compliance with the provisions of any of Sections 16 through 19 hereof.
Sample 1
Withdrawal from Partnership. 31.1 Any Party may terminate their participation in this Agreement at will upon giving the Host Authority (or in the case of the Host Authority, the ALS Management Board) eighteen (18) months’ notice of their intention to do so. The process set out in clause 31.2 of this Agreement must be followed prior to serving any notice under this clause 31.1. 31.2 Prior to exercising an option to break under clause 31.1 any Party that wishes to terminate its participation in this Agreement (the “Withdrawing Party”) must inform the Host Authority (or in the case of the Host Authority, the ALS Management Board) who shall convene a meeting of the ALS Management Board within ten (10) Working Days to discuss the matter.
Sample 1
AutoNDA by SimpleDocs
Withdrawal from Partnership 
Sample 1Sample 2Sample 3

Related to Withdrawal from Partnership

  • 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. B. In the event of the withdrawal of any Fund from this Agreement, all its rights and obligations, except for lease commitments, under this Agreement (except such rights or obligations as have accrued prior to the date of withdrawal) shall terminate as of the date of the withdrawal. The withdrawing Fund shall surrender its Shares to Service Company, and (1) shall be entitled to receive from Service Company an amount equal to the excess of the fair value of (i) its Shares of other securities Service Company as of the date of its withdrawal less (ii) its proportionate interest in any liabilities of Service Company, including when appropriate any commitments of Service Company and unexpired leases at the date of withdrawal; (2) shall be obligated to pay Service Company an amount equal to the excess of (ii) over (i). Such amount to be received from or paid to Service Company shall be determined by the favorable vote of the holders of a majority of the Shares whose determination shall be conclusive upon the Funds. Any amount found payable by the Service Company to the withdrawing Fund shall be recoverable by Service Company from the Funds remaining under this Agreement in accordance with the provisions of Section 1.2, 1.3 and 1.4 hereof.

  • Withdrawal of Partners (a) Any Partner may Withdraw voluntarily from the Partnership subject to the prior written consent of the General Partner, including if such Withdrawal would (i) cause the Partnership to be in default under any of its contractual obligations or (ii) in the reasonable judgment of the General Partner, have a material adverse effect on the Partnership or its business. Without limiting the foregoing sentence, the General Partner generally intends to permit voluntary Withdrawals on the last day of any calendar month (or on such other date as shall be determined by the General Partner in its sole discretion), on not less than 15 days’ prior written notice by such Partner to the General Partner (or on such shorter notice period as may be mutually agreed upon between such Partner and the General Partner); provided, that a Partner may Withdraw from the Partnership with respect to such Partner’s GP-Related Partner Interest without Withdrawing from the Partnership with respect to such Partner’s Capital Commitment Partner Interest, and a Partner may Withdraw from the Partnership with respect to such Partner’s Capital Commitment Partner Interest without Withdrawing from the Partnership with respect to such Partner’s GP-Related Partner Interest. (b) Upon the Withdrawal of any Partner, including by the occurrence of any withdrawal event under the Partnership Act with respect to any Partner, such Partner shall thereupon cease to be a Partner, except as expressly provided herein. (c) Upon the Total Disability of a Limited Partner, such Partner shall thereupon cease to be a Limited Partner with respect to such person’s GP-Related Partner Interest; provided, that the General Partner may elect to admit such Withdrawn Partner to the Partnership as a Nonvoting Special Partner with respect to such person’s GP-Related Partner Interest, with such GP-Related Partner Interest as the General Partner may determine. The determination of whether any Partner has suffered a Total Disability shall be made by the General Partner in its sole discretion after consultation with a qualified medical doctor. In the absence of agreement between the General Partner and such Partner, each party shall nominate a qualified medical doctor and the two doctors shall select a third doctor, who shall make the determination as to Total Disability. (d) If the General Partner determines that it shall be in the best interests of the Partnership for any Partner (including any Partner who has given notice of voluntary Withdrawal pursuant to paragraph (a) above) to Withdraw from the Partnership (whether or not Cause exists) with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such Partner, upon written notice by the General Partner to such Partner, shall be required to Withdraw with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, as of a date specified in such notice, which date shall be on or after the date of such notice. If the General Partner requires any Partner to Withdraw for Cause with respect to such person’s GP-Related Partner Interest and/or with respect to such person’s Capital Commitment Partner Interest, such notice shall state that it has been given for Cause and shall describe the particulars thereof in reasonable detail. (e) The Withdrawal from the Partnership of any Partner shall not, in and of itself, affect the obligations of the other Partners to continue the Partnership during the remainder of its term. A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s). (b) Each General Partner shall indemnify and hold harmless the Partnership and all Partners from its Withdrawal in violation of Section 13.1(a) hereof. Each General Partner shall be liable for damages to the Partnership resulting from its Withdrawal in violation of Section 13.1(a).

  • 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. (b) Following 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 Limited Partners, within 90 days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 2.4 hereof by selecting, subject to Section 7.2 hereof and any other provisions of this Agreement, a substitute General Partner by consent of a majority in interest of the Limited Partners. If the Limited Partners elect to continue the business of the Partnership and admit a substitute General Partner, the relationship with the Partners and of any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

  • Withdrawal Events In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an event of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the occurrence of any other event which terminates the continued membership of a Member in the Company pursuant to the Statutes (each of the foregoing being hereinafter referred to as a “Withdrawal Event”), the Company shall terminate sixty days after notice to the Members of such withdrawal Event unless the business of the Company is continued as hereinafter provided. Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not terminate, irrespective of applicable law, if within aforesaid sixty day period the remaining Members, by the unanimous vote or consent of the Members (other than the Member who caused the Withdrawal Event), shall elect to continue the business of the Company. In the event of a Withdrawal Event with respect to an Member, any successor in interest to such Member (including without limitation any executor, administrator, heir, committee, guardian, or other representative or successor) shall not become entitled to any rights or interests of such Member in the Company, other than the allocations and distributions to which such Member is entitled, unless such successor in interest is admitted as a Member in accordance with this Agreement. An “event of bankruptcy or insolvency” with respect to a Member shall occur if such Member:

  • Trust Not a Partnership This Declaration creates a trust and not a partnership. No Trustee shall have any power to bind personally either the Trust's officers or any Shareholder.

  • Trust Not a Partnership; Taxation It is hereby expressly declared that a trust and not a partnership is created hereby. No Trustee hereunder shall have any power to bind personally either the Trust's officers or any Shareholder. All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Portfolio or, until the Trustees shall have established any separate Portfolio, of the Trust for payment under such credit, contract or claim; and neither the Shareholders, the Trustees, nor the Trust's officers nor any of the agents of the Trustees whether past, present or future, shall be personally liable therefor. It is intended that the Trust, or each Portfolio if there is more than one Portfolio, be classified for income tax purposes as an association taxable as a corporation, and the Trustees shall do all things that they, in their sole discretion, determine are necessary to achieve that objective, including (if they so determine), electing such classifications on Internal Revenue Form 8832. The Trustees, in their sole discretion and without the vote or consent of the Shareholders, may amend this Agreement to ensure that this objective is achieved.

  • 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.

  • Management of Partnership (Check One) ☐ - Partnership: The business and affairs of the Company shall be conducted and managed by the Partners in accordance with this Agreement and the laws of the State of Nebraska. Except as expressly provided elsewhere in this Agreement, all decisions respecting the management, operation and control of the business and affairs of the Partnership and all determinations made in accordance with this Agreement shall be made by the affirmative vote or consent of Partners holding a majority of the percentage interest of the Partnership. Notwithstanding any other provision of this Agreement, the Partners shall not, without the prior written consent of the unanimous vote or consent of the Partners, sell, exchange, lease, assign or otherwise transfer all or substantially all of the assets of the Partnership; sell, exchange, lease (other than space leases in the ordinary course of business), assign or transfer the Partnership’s assets; mortgage, pledge or encumber the Partnership’s assets other than is expressly authorized by this Agreement; prepay, refinance, modify, extend or consolidate any existing mortgages or encumbrances; borrow money on behalf of the Partnership in the excess of $ .00; lend any Partnership funds or other assets to any person in an amount or with a value in excess of $ .00; establish any reserves for working capital repairs, replacements, improvements or any other purpose, in excess of an aggregate of$ .00; confess a judgment against the partnership; settle, compromise or release, discharge or pay any claim, demand or debt in excess of $ .00, including claims for insurance; approve a merger or consolidation of the Partnership with or into any other limited liability company, corporation, partnership or other entity; or change the nature or character of the business of the Partnership. ☐ - Limited Partnership: Except as otherwise set forth herein, the General Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The General Partner shall have the power and authority including, but not limited to the following: a. Borrow money from third parties to finance the Partnership’s activities on terms the General Partner deems appropriate; b. Hire, employ and retain services of personnel to facilitate the purposes of the Partnership; c. Acquire real and personal property upon terms and conditions deemed by the General Partner to be beneficial to the partnership d. Take any and all other action which is lawful and customary and reasonable as related to the conduct of the Partnership and its purposes. The General Partner shall not be liable to the Limited Partners for any mistake of fact or judgment or investment loss unless such mistake of fact or judgment or loss of investment was the result of fraud, deceit or gross negligence on the part of the General Partner. Notwithstanding the foregoing, the Limited Partners must approve by a majority vote of their percentage interests the following actions of the Partnership: a. Veto the General Partner’s Capital Call; b. Admission of either an additional Limited Partner of General Partner; c. Amendment of this Agreement; d. Consent to dissolution; e. Election of a new General Partner. ☐ - Limited Liability Partnership: Except as otherwise set forth herein, the Managing Partner shall have control of the Partnership and exercise ordinary business judgment in managing the Partnership. The Managing Partner shall have the power and authority including, but not limited to the following:

  • Withdrawal by a Member A Member has no power to withdraw from the Company, except as otherwise provided in Section 8.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!