Retiring Partner definition

Retiring Partner a Partner with respect to whom a Retiring Event has occurred.
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Retiring Partner has the meaning set forth in the Background.
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Retiring Partner means any Partner who has given notice of an intention to retire from the Partnership under clause 6 of this Agreement;
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Examples of Retiring Partner in a sentence

  • No consent or approval, authorization, order, regulation or qualification of any governmental entity or any other person is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Retiring Partner.

  • This Agreement is a valid and binding obligation of the Retiring Partner, enforceable against the Retiring Partner in accordance with its terms, except insofar as such enforceability may be affected by bankruptcy, insolvency or similar laws affecting creditor’s rights generally and the availability of any particular equitable remedy.

  • Each Party intends this Agreement to apply to all unknown or unanticipated results, as well as those known and anticipated, and it is the intention of each Party to hereby fully, finally, absolutely, and forever resolve any and all claims and disputes which have existed, do exist, or may exist relating to the Partnership or its activities, assets, liabilities, or partners, other than the obligations to the Retiring Partner set forth in this Agreement.

  • In satisfaction of the terms and conditions set forth herein and in the Amendment, the Retiring Partner’s Series S Preferred Units are hereby completely liquidated and the Retiring Partner immediately and automatically ceases to be a limited partner in the Partnership in exchange for the payment of the Series S Redemption Price (as defined in the Amendment and in accordance with the provisions set forth in the Amendment) and for other good and valuable consideration.

  • The Retiring Partner hereby represents and warrants to and covenants to each other Party that the Retiring Partner owns the Redemption Interest free and clear of any and all liens, claims, encumbrances, and adverse equities.

  • The Partnership may prepare and file fictitious business name statements and such other statements or documents as the Continuing Partners deem appropriate to reflect the withdrawal of the Retiring Partner from the Partnership and the continuation of the Partnership.

  • The accounting firm regularly employed by the Partnership shall give notice of the Redemption Price to the Partnership and the Retiring Partner as soon as reasonably possible.

  • The Retiring Partner shall sell, assign, and transfer the entire Redemption Interest to the Partnership and withdraw from the Partnership as of the close of business on the Effective Date.

  • The Retiring Partner is duly organized and validly existing under the laws of the State of Delaware and has been duly authorized by all necessary and appropriate corporate action to enter into this Agreement and to consummate the transactions contemplated herein.

  • The Parties hereby agree that the Partnership shall continue and shall not be dissolved because of the retirement and redemption of the Redemption Interest or the withdrawal of the Retiring Partner.


More Definitions of Retiring Partner

Retiring Partner means a Partner who retires from the Partnership under clause 49. Schedule means a schedule to this Agreement. Unanimous Resolution means a written resolution signed and dated by all the Partners. Interpretation Governing Law and Jurisdiction This Agreement is governed by and is to be construed in accordance with the laws stated in item 8 of Schedule 1. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of that jurisdiction and waives any right to object to proceedings being brought in those courts. Persons In this Agreement, a reference to: a person includes a firm, partnership, joint venture, association, corporation or other corporate body; a person includes the legal personal representatives, successors and permitted assigns of that person; and any body which no longer exists or has been reconstituted, renamed, replaced or whose powers or functions have been removed or transferred to another body or agency, is a reference to the body which most closely serves the purposes or objects of the first-mentioned body. Joint and several If a party consists of more than one person, then this Agreement binds them jointly and each of them severally.
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Retiring Partner means any Partner who tenders an Interest for Retirement pursuant to Section 8.3.
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Retiring Partner means a Partner who retires from the Partnership under clause 49. Schedule means a schedule to this Agreement. Unanimous Resolution means a written resolution signed and dated by all the Partners. 103 This Agreement is governed by and is to be construed in accordance with the laws stated in item 8 of Schedule 1. Each party irrevocably and unconditionally submits to the non- exclusive jurisdiction of the courts of that jurisdiction and waives any right to object to proceedings being brought in those courts.
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Related to Retiring Partner

  • Lead Partner means the lead partner of a joint venture, as described in Sub-Clause

  • Departing Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

  • Continuing Member means a member of the Board of Directors of the Company who either (a) was a member of the Company's Board of Directors on the Effective Date and has been such continuously thereafter or (b) became a member of such Board of Directors after the Effective Date and whose election or nomination for election was approved by a vote of the majority of the Continuing Members then members of the Company's Board of Directors.

  • Departing General Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.

  • Managing Partner means Geodyne Production Company, a Delaware corporation, and any other Person admitted as additional or Substituted Managing Partner pursuant to Article Six of this Agreement.

  • Former Partner means (i) with respect to a Partner that is a trust, a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.78; (ii) with respect to a Partner that is an Entity, a Partner that has ceased to be a Qualified Entity, and has become a Former Partner, pursuant to the terms of Section 1.18; (iii) a Partner that has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.7; (iv) a Partner that has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.74; and (v) a Partner that ceases to be a Participating Stockholder with respect to the Class B Shares of each Company in which the Partnership owns Class B Shares.

  • General Partner means the Company or its successors as general partner of the Partnership.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.

  • Dating partner means any person involved in an intimate association with another individual that is primarily characterized by the expectation of affectionate involvement, whether casual, serious, or long-term.

  • Tendering Partner shall have the meaning set forth in Section 8.6.A.

  • Effective FTR Holder means:

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Lead Member shall, in the case of a joint venture, mean the member of such joint venture who shall have the authority to bind the contractor and each member of the Joint venture; and shall be deemed to be the Contractor for the purposes of this Agreement; the Lead Member shall itself undertake and perform at least 51% (fifty one per cent) of the total length of the Project Highway;

  • Non-Managing Member means any Member other than the Managing Member.

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • (5) SECRETARY.—The term Secretary’ means

  • Limited Partner means any Person named as a Limited Partner on Exhibit A attached hereto, and any Person who becomes a Substitute Limited Partner, in such Person’s capacity as a Limited Partner in the Partnership.

  • Effective TBD means that the date is to be determined by further Commission action. A date listed as "anticipated effective" may be subject to change. An Advice Letter Supplement is not a new filing, and there is no protest period unless indicated.

  • Class B Limited Partner means any Person executing (by power of attorney or otherwise) this Agreement as of the date hereof as a Class B Limited Partner or hereafter admitted to the Partnership as a Class B Limited Partner as herein provided, but shall not include any Person who has ceased to be a Class B Limited Partner in the Partnership.

  • Special Member means, upon such person’s admission to the Company as a member of the Company pursuant to Section 5(c), a person acting as Independent Director, in such person’s capacity as a member of the Company. A Special Member shall only have the rights and duties expressly set forth in this Agreement.

  • (8) SECRETARY.—The term Secretary’ means

  • Inactive member means a member of the pension program or the individual account pro-

  • Non-Lead Sponsor means the Note A-2 Holder in its capacity as the sponsor with respect to the Non-Lead Securitization Note in connection with the Non-Lead Securitization.

  • Original member of this retirement system means:

  • Defaulting Limited Partner means a Limited Partner that has failed to pay any amount owed to the Partnership under a Partnership Loan within 15 days after demand for payment thereof is made by the Partnership.

  • (6) SECRETARY.—The term Secretary’ means