Withdrawing Members Clause Samples
The 'Withdrawing Members' clause defines the procedures and conditions under which a member of an organization, partnership, or company may voluntarily leave or withdraw from the entity. Typically, this clause outlines the required notice period, any obligations the withdrawing member must fulfill (such as settling outstanding debts or transferring interests), and the process for redistributing the departing member's share. By establishing clear steps and requirements for withdrawal, this clause helps prevent disputes and ensures a smooth transition when a member exits the group.
Withdrawing Members. Subject to the provisions of Section 4.1(d) and this Section 4.1(e), if any Member (a “Withdrawing Member”) fails to timely make all or any portion of its Initial Capital Contributions pursuant to this Section 4.1 (a “Failed Contribution”), then one or more of the other Members that is not an Affiliate of the Withdrawing Member (the “Non-Withdrawing Member”) may either pursue all of its rights and remedies at law and in equity, or elect to make such Failed Contribution, in which case, as such Non-Withdrawing Member’s sole and exclusive remedy with respect thereto (i) the Withdrawing Member shall be automatically terminated as a Member for all purposes hereunder and (ii) the Interest of the Withdrawing Member (and its share of the Deposit and Loan Fees) shall be deemed forfeited in its entirety and such Withdrawing Member shall cease to have any Interest in the Company or any rights under this Agreement with respect thereto. Each Member acknowledges and agrees that the other Members would not be entering into this Agreement were it not for (i) the Members agreeing to make the Initial Capital Contributions provided for in this Section 4.1, and (ii) the remedy provisions set forth above in this Section 4.1(e). Each Member acknowledges and agrees that in the event any Member fails to make its Initial Capital Contributions pursuant to this Agreement, the other Members will suffer substantial damages and the remedy provisions set forth above are fair, just and equitable in all respects.
Withdrawing Members. In the event that a Member Entity shall withdraw from the Program as provided in this Agreement, such withdrawing Member Entity shall be liable for any Assessment levied by the Board with in the twelve (12) month period immediately following such withdrawal. In the event that the Board of Directors elects a rating plan which includes amortized payment of Loss Reserves, either actual or anticipated, and a Member Entity withdraws before the amortized losses have been fully p aid by such Member Entity, any unpaid losses shall become immediately due and payable as a Special Assessment against such withdrawing Member Entity. In no event shall a Member Entity exercising its unilateral right to withdraw be entitled to any refund o r repayment of assessments or reserves.
Withdrawing Members. Notwithstanding a termination as to the Withdrawing Member as provided in Section 7 above, the Amended and Restated Allocation Agreement shall continue in effect with respect to all parties to the Amended and Restated Allocation Agreement, including such Withdrawing Member, with respect to any payments or refunds due or any other obligations relating to taxable periods prior to termination. All parties, including the Withdrawing Member, agree that Millers American shall represent the Group in any income tax proceeding, audit, or other matter relating to a taxable period for which a Consolidated Return has been filed by the Group and may bind the Group with respect to items in that year. Notwithstanding the foregoing sentence, Millers American agrees to notify a Withdrawing Member of any material adjustment proposed by the Internal Revenue Service that either would give rise to any obligation of such Withdrawing Member to Millers American and to contest at such Withdrawing Member's request, expense and direction, through counsel reasonably satisfactory to such Withdrawing Member, any such proposed adjustment until final judgment by the highest court having jurisdiction thereof. In the event of any adjustment to the Consolidated Returns as filed (by reason of an amended return, claim for refund, settlement of an Internal Revenue Service or judicial action), the respective obligations of the parties hereunder shall be redetermined to give effect to any such adjustment in accordance with the Amended and Restated Allocation Agreement as if it had been made a part of the original computations thereunder, and any additional accounting entries, payments or reimbursements between the parties as may be required on account thereof shall be made promptly, in the case of an uncontested adjustment, after agreement thereon is reached, or, in the case of a contested adjustment after a final determination of the contest. If any interest or penalty is to be paid or received as a result of a tax deficiency or refund, such interest or penalty shall be allocated to the parties in the ratio each company's change in taxable income bears to the total change in taxable income.