Common use of Withdrawals of Limited Partners Clause in Contracts

Withdrawals of Limited Partners. (a) A Limited Partner may not sell, withdraw, assign or transfer its Interest without the prior written consent of the Directors, which the Directors may withhold in their sole discretion. (b) The Board of Directors may (but shall not be required to) compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice upon a determination by the Directors that the continued participation of that Limited Partner in the Fund might adversely affect the Fund by jeopardizing the treatment of the Fund as a partnership for federal income tax purposes, or subject the Fund to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Board of Directors terminates a Limited Partner, that Limited Partner shall immediately withdraw from the Fund and cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Limited Partner. (c) The Fund shall pay to the terminated Limited Partner 90% of the amount of the terminated Limited Partner’s Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Fund shall have sufficient funds available and shall pay the remainder upon completion of that year’s audit. The amount of the terminated Limited Partner’s Capital Account shall be determined not more than three days prior to the date of termination. Such amounts paid to a terminated Limited Partner shall not be entitled to interest for any period after the date of termination. (d) The General Partner may compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice if such Limited Partner has not made its initial Capital Contribution to the Fund by the due date for such capital contribution. That Limited Partner shall cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal set forth in the written notice to such terminated Limited Partner. (e) From and after the effective date of withdrawal of a Limited Partner, such withdrawn Limited Partner shall cease to be a Limited Partner of the Fund for all purposes and the Interest of a withdrawn Limited Partner shall not be included in calculating the Interests of the Limited Partners required to take any action under this Agreement.

Withdrawals of Limited Partners. (a) A Limited Partner may not sell, withdraw, assign or transfer its Interest without the prior written consent of the Directors, which the Directors may withhold in their sole discretion. (b) The Board of Directors may (but shall not be required to) compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice upon a determination by the Directors that the continued participation of that Limited Partner in the Fund might adversely affect the Fund by jeopardizing the treatment of the Fund as a partnership for federal income tax purposes, or subject the Fund to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Board of Directors terminates a Limited Partner, that Limited Partner shall immediately withdraw from the Fund and cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal of the terminated Limited Partner. (c) The Fund shall pay to the terminated Limited Partner 90% of the amount value of the terminated Limited Partner’s Capital Account balance Interests (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Fund shall have sufficient funds available and shall pay the remainder upon completion of that year’s audit. The amount value of the terminated Limited Partner’s Capital Account Interests shall be determined not more than three days prior to the date of termination. Such amounts paid to a terminated Limited Partner shall not be entitled to interest for any period after the date of termination. (d) The General Partner may compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice if such Limited Partner has not made its initial Capital Contribution to the Fund by the due date for such capital contribution. That Limited Partner shall cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal set forth in the written notice to such terminated Limited Partner. (e) From and after the effective date of withdrawal of a Limited Partner, such withdrawn Limited Partner shall cease to be a Limited Partner of the Fund for all purposes and the Interest of a withdrawn Limited Partner shall not be included in calculating the Interests of the Limited Partners required to take any action under this Agreement.

Withdrawals of Limited Partners. (a) A Each Limited Partner shall have the right to withdraw any portion or all of its Capital Account as of the last day of any quarter, upon 30 days' prior written notice to the General Partner stating the amount to be withdrawn (the date such notice of withdrawal becomes effective being referred to below as the "Noticed Date"). The Noticed Date may not sellbe earlier than the last day of the first full fiscal quarter after which the Limited Partner's admission to the Fund. For purposes of this Agreement, withdrawthe Noticed Date shall also constitute the effective date of a withdrawal. Notwithstanding the foregoing, assign or transfer its Interest without upon written request by the prior written Partner and with the consent of the DirectorsGeneral Partner, which consent may be granted or denied in the Directors sole discretion of the General Partner, a Partner may withhold withdraw capital from its Capital Account at any time and in their any amount (with the "Noticed Date" to be the date so agreed to). Upon a withdrawal pursuant to the preceding sentence, the Limited Partner shall be required to pay the Fund an administrative fee equal to 3% of the amount withdrawn. The General Partner may, in its sole discretion, elect to treat any partial withdrawal request that would cause the value of a Limited Partner's Capital Account to fall below $1,000 or the amount of the Limited Partner's initial investment (whichever is less) as a request for complete withdrawal in accordance with this Section 6.3. Withdrawals shall be paid within 30 days after the Noticed Date except when a Limited Partner is withdrawing more than 90% of its Capital Account. In such event, the General Partner shall have discretion to retain a portion (in no event more than 10% of the Limited Partner's Capital Account) of the withdrawal payment pending final reconciliation of valuations as of the Noticed Date. The retention period shall generally not exceed 90 days from the Noticed Date, but the General Partner nevertheless shall have discretion to extend the retention period until completion of the Fund's audit or other reconciliation process for the fiscal year in which the withdrawal occurs. The retained portion of the withdrawal payment (as adjusted in accordance with the fiscal year end audit or other reconciliation process) shall be paid promptly to the Limited Partner at the end of the retention period, without interest. Such withdrawal shall further be subject to Section 6.3(b). The interest of a Partner who has requested a withdrawal shall remain invested in the Fund and shall be subject to this Agreement until the Noticed Date. (b) The Board If a Partner withdraws all or a portion of Directors may (but its Capital Account at a time other than the end of a fiscal year of the Fund, prior to the payment of such withdrawal the General Partner shall not be required todetermine the Performance Allocation under Section 3.5(a) compel any Limited solely with respect to the total amount withdrawn, considering the Noticed Date which ends such Accounting Period as the end of the fiscal year for the purpose of determining the amount of such Performance Allocation, and shall make such Performance Allocation, solely with respect to the total amount withdrawn, as of the Noticed Date; provided that, if such withdrawing Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice upon retains a determination by the Directors that the continued participation portion of that Limited Partner its interest in the Fund might adversely affect after such withdrawal, the Fund by jeopardizing the treatment remaining portion of the Fund as a partnership for federal income tax purposes, or subject the Fund to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Board of Directors terminates a Limited such Partner, that Limited Partner shall immediately withdraw from the Fund and cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination 's interest shall be the effective date of withdrawal of the terminated Limited Partner. (c) The Fund shall pay subject to the terminated Limited Partner 90% regular provisions of the amount of the terminated Limited Partner’s Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Fund shall have sufficient funds available Sections 3.4 and shall pay the remainder upon completion of that year’s audit. The amount of the terminated Limited Partner’s Capital Account shall be determined not more than three days prior to the date of termination. Such amounts paid to a terminated Limited Partner shall not be entitled to interest for any period after the date of termination3.5(a). (d) The General Partner may compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice if such Limited Partner has not made its initial Capital Contribution to the Fund by the due date for such capital contribution. That Limited Partner shall cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal set forth in the written notice to such terminated Limited Partner. (e) From and after the effective date of withdrawal of a Limited Partner, such withdrawn Limited Partner shall cease to be a Limited Partner of the Fund for all purposes and the Interest of a withdrawn Limited Partner shall not be included in calculating the Interests of the Limited Partners required to take any action under this Agreement.

Withdrawals of Limited Partners. (a) A Each Limited Partner shall have the right to withdraw any portion or all of its Capital Account as of the last day of any calendar year, upon 60 days' prior written notice to the General Partner stating the amount to be withdrawn (the date such notice of withdrawal becomes effective being referred to below as the "Noticed Date"). The Noticed Date may not sellbe earlier than the last day of the fourth full fiscal quarter after which the Limited Partner's admission to the Fund. For purposes of this Agreement, withdrawthe Noticed Date shall also constitute the effective date of a withdrawal. Notwithstanding the foregoing, assign or transfer its Interest without upon written request by the prior written Partner and with the consent of the DirectorsGeneral Partner, which consent may be granted or denied in the Directors sole discretion of the General Partner, a Partner may withhold withdraw capital from its Capital Account at any time and in their any amount (with the "Noticed Date" to be the date so agreed to). Upon a withdrawal pursuant to the preceding sentence, the Limited Partner shall be required to pay the Fund an administrative fee equal to 3% of the amount withdrawn. Unless the General Partner, in its sole discretion, approves a smaller amount, a partial withdrawal must be at least $50,000. The General Partner may, in its sole discretion, elect to treat any partial withdrawal request that would cause the value of a Limited Partner's Capital Account to fall below the amount of the Limited Partner's initial investment as a request for complete withdrawal in accordance with this Section 6.3. Withdrawals shall be paid within 30 days after the Noticed Date except when a Limited Partner is withdrawing more than 90% of its Capital Account. In such event, the General Partner shall have discretion to retain a portion (in no event more than 10% of the Limited Partner's Capital Account) of the withdrawal payment pending final reconciliation of valuations as of the Noticed Date. The retention period shall generally not exceed 90 days from the Noticed Date, but the General Partner nevertheless shall have discretion to extend the retention period until completion of the Fund's audit or other reconciliation process for the fiscal year in which the withdrawal occurs. The retained portion of the withdrawal payment (as adjusted in accordance with the fiscal year end audit or other reconciliation process) shall be paid promptly to the Limited Partner at the end of the retention period, without interest. Such withdrawal shall further be subject to Section 6.3(b). The interest of a Partner who has requested a withdrawal shall remain invested in the Fund and shall be subject to this Agreement until the Noticed Date. (b) The Board If a Partner withdraws all or a portion of Directors may (but its Capital Account at a time other than the end of a fiscal year of the Fund, prior to the payment of such withdrawal the General Partner shall not be required todetermine the Performance Allocation under Section 3.5(a) compel any Limited solely with respect to the total amount withdrawn, considering the Noticed Date which ends such Accounting Period as the end of the fiscal year for the purpose of determining the amount of such Performance Allocation, and shall make such Performance Allocation, solely with respect to the total amount withdrawn, as of the Noticed Date; provided that, if such withdrawing Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice upon retains a determination by the Directors that the continued participation portion of that Limited Partner its interest in the Fund might adversely affect after such withdrawal, the Fund by jeopardizing the treatment remaining portion of the Fund as a partnership for federal income tax purposes, or subject the Fund to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Board of Directors terminates a Limited such Partner, that Limited Partner shall immediately withdraw from the Fund and cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination 's interest shall be the effective date of withdrawal of the terminated Limited Partner. (c) The Fund shall pay subject to the terminated Limited Partner 90% regular provisions of the amount of the terminated Limited Partner’s Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Fund shall have sufficient funds available Sections 3.4 and shall pay the remainder upon completion of that year’s audit. The amount of the terminated Limited Partner’s Capital Account shall be determined not more than three days prior to the date of termination. Such amounts paid to a terminated Limited Partner shall not be entitled to interest for any period after the date of termination3.5(a). (d) The General Partner may compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice if such Limited Partner has not made its initial Capital Contribution to the Fund by the due date for such capital contribution. That Limited Partner shall cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal set forth in the written notice to such terminated Limited Partner. (e) From and after the effective date of withdrawal of a Limited Partner, such withdrawn Limited Partner shall cease to be a Limited Partner of the Fund for all purposes and the Interest of a withdrawn Limited Partner shall not be included in calculating the Interests of the Limited Partners required to take any action under this Agreement.

Withdrawals of Limited Partners. (a) A Each Limited Partner shall have the right to withdraw any portion or all of its Capital Account as of the last day of any calendar year, upon 60 days' prior written notice to the General Partner stating the amount to be withdrawn (the date such notice of withdrawal becomes effective being referred to below as the "Noticed Date"). The Noticed Date may not sellbe earlier than the last day of the fourth full fiscal quarter after which the Limited Partner's admission to the Fund. For purposes of this Agreement, withdrawthe Noticed Date shall also constitute the effective date of a withdrawal. Notwithstanding the foregoing, assign or transfer its Interest without upon written request by the prior written Partner and with the consent of the DirectorsGeneral Partner, which consent may be granted or denied in the Directors sole discretion of the General Partner, a Partner may withhold withdraw capital from its Capital Account at any time and in their any amount (with the "Noticed Date" to be the date so agreed to). Upon a withdrawal pursuant to the preceding sentence, the Limited Partner shall be required to pay the Fund an administrative fee equal to 3% of the amount withdrawn. Unless the General Partner, in its sole discretion, approves a smaller amount, a partial withdrawal must be at least $50,000. The General Partner may, in its sole discretion, elect to treat any partial withdrawal request that would cause the value of a Limited Partner's Capital Account to fall below $1,000,000 or the amount of the Limited Partner's initial investment (whichever is less) as a request for complete withdrawal in accordance with this Section 6.3. Withdrawals shall be paid within 30 days after the Noticed Date except when a Limited Partner is withdrawing more than 90% of its Capital Account. In such event, the General Partner shall have discretion to retain a portion (in no event more than 10% of the Limited Partner's Capital Account) of the withdrawal payment pending final reconciliation of valuations as of the Noticed Date. The retention period shall generally not exceed 90 days from the Noticed Date, but the General Partner nevertheless shall have discretion to extend the retention period until completion of the Fund's audit or other reconciliation process for the fiscal year in which the withdrawal occurs. The retained portion of the withdrawal payment (as adjusted in accordance with the fiscal year end audit or other reconciliation process) shall be paid promptly to the Limited Partner at the end of the retention period, without interest. Such withdrawal shall further be subject to Section 6.3(b). The interest of a Partner who has requested a withdrawal shall remain invested in the Fund and shall be subject to this Agreement until the Noticed Date. (b) The Board If a Partner withdraws all or a portion of Directors may (but its Capital Account at a time other than the end of a fiscal year of the Fund, prior to the payment of such withdrawal the General Partner shall not be required todetermine the Performance Allocation under Section 3.5(a) compel any Limited solely with respect to the total amount withdrawn, considering the Noticed Date which ends such Accounting Period as the end of the fiscal year for the purpose of determining the amount of such Performance Allocation, and shall make such Performance Allocation, solely with respect to the total amount withdrawn, as of the Noticed Date; provided that, if such withdrawing Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice upon retains a determination by the Directors that the continued participation portion of that Limited Partner its interest in the Fund might adversely affect after such withdrawal, the Fund by jeopardizing the treatment remaining portion of the Fund as a partnership for federal income tax purposes, or subject the Fund to restrictions or other adverse consequences as a result of applicable laws or regulations. In the event that the Board of Directors terminates a Limited such Partner, that Limited Partner shall immediately withdraw from the Fund and cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination 's interest shall be the effective date of withdrawal of the terminated Limited Partner. (c) The Fund shall pay subject to the terminated Limited Partner 90% regular provisions of the amount of the terminated Limited Partner’s Capital Account balance (determined in accordance with the next sentence) within 90 days of termination or as soon thereafter as the Fund shall have sufficient funds available Sections 3.4 and shall pay the remainder upon completion of that year’s audit. The amount of the terminated Limited Partner’s Capital Account shall be determined not more than three days prior to the date of termination. Such amounts paid to a terminated Limited Partner shall not be entitled to interest for any period after the date of termination3.5(a). (d) The General Partner may compel any Limited Partner to withdraw from the Fund at any time upon at least five Business Days prior written notice if such Limited Partner has not made its initial Capital Contribution to the Fund by the due date for such capital contribution. That Limited Partner shall cease to be a Limited Partner of the Fund. Such withdrawal shall occur automatically upon termination without the necessity of any further act by the Limited Partner or any other Person. The date of termination shall be the effective date of withdrawal set forth in the written notice to such terminated Limited Partner. (e) From and after the effective date of withdrawal of a Limited Partner, such withdrawn Limited Partner shall cease to be a Limited Partner of the Fund for all purposes and the Interest of a withdrawn Limited Partner shall not be included in calculating the Interests of the Limited Partners required to take any action under this Agreement.