Removed Partner definition

Removed Partner has the meaning ascribed to it in Section 7.5.

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Removed Partner means any Partner who is removed as Partner and whose Interest is purchased, forfeited or converted to a Limited Partner in accordance with Section 9.230.

Removed Partner. As defined in Section 13.5 of this Agreement. "Representatives": As defined in Section 6.3(c) hereof. "Reserve Account": As defined in Section 9.2. "Sale": The sale or condemnation of all or any portion of the Property or the Project. "Section 704(b) Regulations": The final income tax regulations under Section 704(b) of the Code relating to the determination of a Partners' distributive share of partnership income, gain, loss, deduction or credit (or item thereof), and any outstanding proposed income tax regulations under Section 704 (b) of the Code. "Site Improvements": As defined in Section III of this Agreement. "Special Account": With regard to Linpro an amount equal to the excess, if any, of (a) $275,000 over (b) the sum of all amounts theretofore distributed to Linpro pursuant to Sections 8.2(e) or 8.3(e). "Target Account" or "Target Capital Account": With respect to any Partner for any fiscal year of the Partnership, a balance (which may be either positive or negative) equal to (i) the hypothetical distribution that Partner would receive if all Partnership assets (including cash) were sold for cash equal to their Book Basis (taking into account any adjustments to Book Basis for that fiscal year), all Partnership liabilities were satisfied to the extent required by their terms (limited, with respect to each Partnership nonrecourse liability, to the Book Basis of the assets securing such liability) and all net assets of the Partnership (including the proceeds from the disposition) were distributed in full pursuant to Section 8.2 hereof, all as of the last day of the fiscal year, reduced by (ii) that Partner's share of Partnership minimum Gain and Partner Minimum Gain as determined pursuant to Treasury Regulation Section 1.704-1T(b)(4)(iv) immediately prior to the hypothetical sale. "Unrecovered Capital Account": As to each Partner separately and as of any given time, an amount equal to the excess, if any, of (a) the aggregate amount of the capital contributions made by such Partner to the Partnership pursuant to Article V hereof (other than Deficit Contributions, but including, in the case of Linpro, the Five Hundred and Fifty Thousand Dollar balance in its Capital Account existing immediately after execution of this Agreement) over (b) the sum of all amounts theretofore distributed to such Partner pursuant to Sections 8.1(c), 8.2(c) and 8.3(c). 19.2.

Examples of Removed Partner in a sentence

From and after the Termination Date, the Removed Partner shall not be deemed a Partner for any purpose except for the purposes of Section 4.5 and Section 5.4, and any interest that a Removed Partner would have had in Investment Positions acquired subsequent to the Termination Date shall, unless allocated by the General Partner to one or more other Limited Partners, be allocated solely to the General Partner.
A Removed Partner shall be fully Service Vested in all distributions made to him/her prior to his/her Termination Date.
The issue of removal shall be voted on at a duly noticed Partnership meeting and shall be effective upon delivery of written notice of the removal to the Removed Partner.
From and after the Termination Date, the Removed Partner shall not be deemed a Partner for any purpose except for the purposes of Section 4.4 and Section 5.4, and any interest that a Removed Partner would have had in Investment Positions acquired subsequent to the Termination Date shall be allocated among the remaining Limited Partners.
From and after the Removal Date this Section 11.4 shall be amended only with the written consent of the Removed Partner.
A Removed Partner shall be 100% vested as a result of his (i) death, (ii) permanent disability or (iii) resignation for Good Reason within one year following a Change of Control or as a result of his/her Involuntary Removal other than an Involuntary Removal resulting from a Limited Partner's termination of employment with and/or service to the General Partner for Cause within one year following a Change of Control.
The funds in any such blocked account shall be disbursed only upon a judgment or settlement between the Removed Partner and the Remaining Partners.
If the Removed Partner is the Managing Partner, the provisions of Section 6.5(b) (ii) shall apply.
In the event a Partner is removed for materially breaching this Agreement, the Remaining Partners may withhold up to twenty percent (20%) of the purchase price by depositing it in a blocked account provided the Remaining Partners simultaneously institute and diligently prosecute a clause for damages against the Removed Partner.
The successor General Partner shall prepare and file, or cause to be prepared and filed, applicable tax returns consistent with the allocation of the Indemnified Debt to the Removed Partner as contemplated herein.

More Definitions of Removed Partner

Removed Partner. As defined in Section 13.5 of this Agreement.

Removed Partner has the meaning assigned to such term in Section 11.4(a).