Common use of Withdrawal of Partners Clause in Contracts

Withdrawal of Partners. (a) No Partner may withdraw from the Partnership except as provided in this Section 9.2. (b) A Partner shall immediately cease to be a Partner and shall be deemed to have Withdrawn from the Partnership, in the event: (i) Such Partner shall commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or (ii) an involuntary case or other proceeding shall be commenced against such Partner seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days, or an order for relief shall be entered against such Partner under the federal bankruptcy laws as now or hereafter in effect; or (iii) such Partner defaults in its obligation to make a capital contribution pursuant to Sections 3.1 and 3.2 (and such default is not cured within two (2) days of written notice of such default from a General Partner); or (iv) it is required to Withdraw as a Partner pursuant to the Delaware Act. Such Partner's Withdrawal Date shall be the day such Withdrawal occurs.

Withdrawal of Partners. (a) No Partner may withdraw from the Partnership except as provided in this Section 9.2. (b) A Partner shall immediately cease to be a Partner and shall be deemed to have Withdrawn from the Partnership, in the event: (i) Such Partner shall commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or (ii) an involuntary case or other proceeding shall be commenced against such Partner seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days, or an order for relief shall be entered against such Partner under the federal bankruptcy laws as now or hereafter in effect; or (iii) such Partner defaults in its obligation to make a capital contribution pursuant to Sections 3.1 and 3.2 (and such default is not cured within two (2) days of written notice of such default from a General Partner); or (iv) it is required to Withdraw as a Partner pursuant to the Delaware Act. Such Partner's Withdrawal Date shall be the day such Withdrawal occurs. (c) Any Partner may Withdraw voluntarily from the Partnership on not less than thirty (30) days' prior written notice by such Partner to the other Partners either (i) in the event that such Withdrawal is after April 30, 1997 and conditions to the initial draw under the Loan Agreement and the closing of the transactions contemplated under the Purchase Agreement have not been satisfied or (ii) with the prior unanimous consent of the Management Committee. Such Partner's Withdrawal Date shall be the date on which a written notice of Withdrawal is made. (d) Upon the Withdrawal of any Partner pursuant to subsections 9.2(b) or (c), such Partner's Capital Account and Partnership Percentage shall be allocated, as of the Withdrawal Date, among the other Partners in proportion to their respective Partnership Percentages on such Withdrawal Date (it being understood that such allocation shall not result in a Limited Partner becoming a General Partner). After its Withdrawal Date, a Withdrawn Partner shall not have any rights with respect to the profits, capital or affairs of the Partnership (including, but not limited to, any rights of representation on the Management Committee or any committee thereof or any rights on liquidation of the Partnership pursuant to Article X). (e) On the Withdrawal Date for any Partner that Withdraws pursuant to Section 9.2(b) or Section 9.2(c)(ii), such Partner shall pay to the Partnership in cash any negative balance in such Partner's capital account. If the sum of such Partner's capital account has a positive balance on the Withdrawal Date, the Partnership shall pay such amount to such Partner upon its withdrawal.

Withdrawal of Partners. (a) No Partner may withdraw from the Partnership except as provided in this Section 9.2. (b) A Partner shall immediately cease to be a Partner and shall be deemed to have Withdrawn from the Partnership, in the event: (i) Such Partner shall commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or (ii) an involuntary case or other proceeding shall be commenced against such Partner seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days, or an order for relief shall be entered against such Partner under the federal bankruptcy laws as now or hereafter in effect; or (iii) such Partner defaults in its obligation to make a capital contribution pursuant to Sections 3.1 and 3.2 (and such default is not cured within two (2) days of written notice of such default from a General Partner); or (iv) it is required to Withdraw as a Partner pursuant to the Delaware Act. Such Partner's Withdrawal Date shall be the day such Withdrawal occurs. (c) Any Partner may Withdraw voluntarily from the Partnership on not less than thirty (30) days' prior written notice by such Partner to the other Partners either (i) in the event that such Withdrawal is after October 1, 1997 and the conditions to the initial draw under each of the Construction/Term Facility Documents and the Revolving Facility have not been satisfied or (ii) with the prior unanimous consent of the Management Committee. Such Partner's Withdrawal Date shall be the date on which a written notice of Withdrawal is made. (d) Upon the Withdrawal of any Partner pursuant to subsections 9.2(b) or (c), such Partner's Capital Account and Partnership Percentage shall be allocated, as of the Withdrawal Date, among the other Partners in proportion to their respective Partnership Percentages on such Withdrawal Date (it being understood that such allocation shall not 39 result in a Limited Partner becoming a General Partner). After its Withdrawal Date, a Withdrawn Partner shall not have any rights with respect to the profits, capital or affairs of the Partnership (including, but not limited to, any rights of representation on the Management Committee or any committee thereof or any rights on liquidation of the Partnership pursuant to Article X). (e) On the Withdrawal Date for any Partner that Withdraws pursuant to Section 9.2(b) or Section 9.2(c)(ii), such Partner shall pay to the Partnership in cash any negative balance in such Partner's capital account. If the sum of such Partner's capital account has a positive balance on the Withdrawal Date, the Partnership shall pay such amount to such Partner upon its withdrawal.

Withdrawal of Partners. (a) No Partner may withdraw from the Partnership except as provided in this Section 9.2. (b) . A Partner shall immediately cease to be a Partner and shall be deemed to have Withdrawn from the Partnership, in the event: (i) : Such Partner shall commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or (ii) or an involuntary case or other proceeding shall be commenced against such Partner seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days, or an order for relief shall be entered against such Partner under the federal bankruptcy laws as now or hereafter in effect; or (iii) or such Partner defaults in its obligation to make a capital contribution pursuant to Sections 3.1 and 3.2 (and such default is not cured within two (2) days of written notice of such default from a General Partner); or (iv) or it is required to Withdraw as a Partner pursuant to the Delaware Act. Such Partner's Withdrawal Date shall be the day such Withdrawal occurs. Any Partner may Withdraw voluntarily from the Partnership on not less than thirty (30) days' prior written notice by such Partner to the other Partners either (i) in the event that such Withdrawal is after March 31, 1996 and conditions to the initial draw under the Construction/Term Loan Documents have not been satisfied or (ii) with the prior unanimous consent of the Management Committee. Such Partner's Withdrawal Date shall be the date on which a written notice of Withdrawal is made. Upon the Withdrawal of any Partner pursuant to subsections 9.2(b) or (c), such Partner's Capital Account and Partnership Percentage shall be allocated, as of the Withdrawal Date, among the other Partners in proportion to their respective Partnership Percentages on such Withdrawal Date (it being understood that such allocation shall not result in a Limited Partner becoming a General Partner). After its Withdrawal Date, a Withdrawn Partner shall not have any rights with respect to the profits, capital or affairs of the Partnership (including, but not limited to, any rights of representation on the Management Committee or any committee thereof or any rights on liquidation of the Partnership pursuant to Article X). On the Withdrawal Date for any Partner that Withdraws pursuant to Section 9.2(b) or Section 9.2(c)(ii), such Partner shall pay to the Partnership in cash any negative balance in such Partner's capital account. If the sum of such Partner's capital account has a positive balance on the Withdrawal Date, the Partnership shall pay such amount to such Partner upon its withdrawal.

Withdrawal of Partners. (a) No Partner may withdraw from the Partnership except as provided in this Section 9.2. (b) A Partner shall immediately cease to be a Partner and shall be deemed to have Withdrawn from the Partnership, in the event: (i) Such Partner shall commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing; or (ii) an involuntary case or other proceeding shall be commenced against such Partner seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) days, or an order for relief shall be entered against such Partner under the federal bankruptcy laws as now or hereafter in effect; or (iii) such Partner defaults in its obligation to make a capital contribution pursuant to Sections 3.1 and 3.2 (and such default is not cured within two (2) days of written notice of such default from a General Partner); or (iv) it is required to Withdraw as a Partner pursuant to the Delaware Act. Such Partner's Withdrawal Date shall be the day such Withdrawal occurs. (c) Any Partner may Withdraw voluntarily from the Partnership on not less than thirty (30) days' prior written notice by such Partner to the other Partners with the prior unanimous consent of the Management Committee. Such Partner's Withdrawal Date shall be the date on which a written notice of Withdrawal is made. (d) Upon the Withdrawal of any Partner pursuant to subsections 9.2(b) or (c), such Partner's Capital Account and Partnership Percentage shall be allocated, as of the Withdrawal Date, among the other Partners in proportion to their respective Partnership Percentages on such Withdrawal Date (it being understood that such allocation shall not result in a Limited Partner becoming a General Partner). After its Withdrawal Date, a Withdrawn Partner shall not have any rights with respect to the profits, capital or affairs of the Partnership (including, but not limited to, any rights of representation on the Management Committee or any committee thereof or any rights on liquidation of the Partnership pursuant to Article X).