Withdrawal of Limited Partners Sample Clauses
Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.
Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership except as permitted under this Agreement. No Limited Partner shall be entitled to receive any distribution from the Partnership for any reason or upon any event except as expressly set forth in Articles V, VII and XV.
Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership without the prior written consent of the General Partner. Upon a transfer of all of a Limited Partner's Percentage Interests, such Limited Partner shall cease to be a Limited Partner; provided -------- that the transferor shall not be released from liability to the Partnership for ----
(a) any materially false statement made, or caused to be made, by such transferor in the Certificate of Limited Partnership or (b) any obligation of such transferor to contribute cash or other property to the Partnership.
Withdrawal of Limited Partners. 31 ARTICLE XIII
Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Common Units becomes a Record Holder of the Common Units so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Common Units so transferred.
Withdrawal of Limited Partners. Without the prior written consent of the General Partner, which may be granted or withheld in its sole discretion, and except as provided in Section 10.1, no Limited Partner shall have the right to withdraw from the Partnership.
Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that upon a transfer of a transferor Limited Partner's Limited Partnership Interests in accordance with Article 12 and the transferee's becoming a Limited Partner, the transferor Limited Partner shall cease to be a Limited Partner with respect to the Limited Partnership Interests so transferred, but until such transferee becomes a Limited Partner, the transferor shall continue to be a Limited Partner. No Limited Partner shall be entitled to any Distribution from the Partnership for any reason or upon any event except as expressly set forth in Articles 5 and 15.
Withdrawal of Limited Partners. A Preferred Partner may not withdraw from the Partnership prior to the dissolution and winding up of the Partnership except upon the assignment of its Preferred Partner Interests (including any redemption, repurchase, exchange or other acquisition by the Partnership), as the case may be, in accordance with the provisions of this Agreement. Any Person who has been assigned one or more Interests shall provide the Partnership with a completed Form W-9 or such other documents or information as are requested by the Partnership for tax reporting purposes. A withdrawing Preferred Partner shall not be entitled to receive any distribution and shall not otherwise be entitled to receive the fair value of its Preferred Partner Interest except as otherwise expressly provided in this Agreement.
Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that (i) when a transferee of a Limited Partner’s Units becomes a Record Holder, such transferring Limited Partner shall, subject to Section 4.8.2, cease to be a Limited Partner with respect to the Units so transferred and (ii) when a Redemption-Exchange Unitholder redeems its Redemption-Exchange Units or BBP elects to acquire all the Redemption-Exchange Units, such Redemption Exchange Unitholder shall, subject to Section 4.8.2, cease to be a Limited Partner with respect to the Redemption-Exchange Units redeemed.
Withdrawal of Limited Partners. 7.7.1 No Investor shall have the right to withdraw from the Partnership other than in the circumstances set out in Clause 7.7.2.
7.7.2 A Limited Partner may be required to withdraw from the Partnership if, in the reasonable opinion of the Manager:
7.7.2.1 by virtue of that Limited Partner's Interest, any assets of the Partnership may be characterised as assets of an employee benefit plan subject to ERISA, whether or not such Limited Partner is subject to ERISA; or
7.7.2.2 by virtue of that Limited Partner's Interest, the Partnership or any Partner may be subject to any requirement to register under the US Investment Company Act of 1940, as amended. If the General Partner intends to require the withdrawal of a Limited Partner pursuant to this Clause 7.7.2, the General Partner shall give reasonable notice of such intention to such Limited Partner and, if requested by such Limited Partner, deliver to such Limited Partner an opinion of counsel confirming that an event described in Clause 7.7.2.1 or Clause 7.7.2.2 has occurred, prior to requiring the withdrawal of such Limited Partner. Withdrawals pursuant to these provisions will be effected by the Partnership's purchase of such Limited Partner's Interest at the purchase price determined in accordance with the procedures and for the consideration set forth in Clause 7.7.6 provided that the Manager shall use all reasonable efforts to take such actions as it deems necessary and appropriate to prevent or cure such result in accordance with the procedures set out in Clause 7.7.3 and in particular shall use all reasonable efforts to assist each ERISA Partner in finding a purchaser for its Interest and shall (subject to the provisions of Clause 7.2) permit the transfer of all or a portion of the Interests of any ERISA Partner to such purchaser.
7.7.3 If any ERISA Partner shall deliver to the General Partner an opinion of counsel (which opinion and counsel shall be reasonably satisfactory to the General Partner) to the effect that, as a result of the manner in which the activities of the Partnership are conducted or the terms upon which any Investments are made or continued, there is a substantial likelihood that the Partnership Assets may be characterised as "plan assets" under ERISA or the Code or it would otherwise constitute a violation of applicable law, rule or regulation for the ERISA Partner to continue as a Limited Partner in the Partnership (which opinion shall be delivered by the General Partner to all oth...