Withdrawn General Partner definition

Withdrawn General Partner has the meaning set forth in Section 4.1(a).
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Withdrawn General Partner means a General Partner whose Withdrawal in accordance with the provisions of this Agreement is effective.
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Withdrawn General Partner. As defined in Section 12.1.
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Examples of Withdrawn General Partner in a sentence

  • A Withdrawn General Partner shall remain liable for all obligations of the Partnership incurred while it was a General Partner and resulting from its acts or omissions as a General Partner to the fullest extent provided by law.

  • For the purposes of Article X, the effective date of the transfer pursuant to the provisions of this Section 7.4(d) of the General Partner Interest of a Withdrawn General Partner shall be deemed to be the date on which such Withdrawal occurs.

  • Any such transfer will be made in consideration of the payment by the Substitute General Partner or the remaining General Partner or Partners to the Withdrawn General Partner, his estate or legal representatives, of the fair market value of such interest.

  • Any portion of such Withdrawn General Partner's Interest which is not required to be transferred as aforesaid may be retained by such Withdrawn General Partner, or his estate or legal representatives as appropriate.

  • If the Involuntary Withdrawal arises from removal for cause as set forth in Section 13.2(a) hereof, the Withdrawn General Partner shall be entitled to receive as its sole compensation for its Interest in the Partnership an amount equal to its positive Capital Account balance determined as of the effective date of the removal, if any, payable upon the dissolution and termination of the Partnership after all of the Partners have been distributed the positive balances in their Capital Accounts.

  • If the business of the Partnership is continued after Withdrawal of a General Partner, the Withdrawn General Partner, his estate and legal representatives shall remain liable for all obligations and liabilities incurred by him while a General Partner and for which he was liable as a General Partner, but shall be free of any obligation or liability incurred on account of or arising from the activities of the Partnership from and after the time such Withdrawal shall have become effective.

  • A-25 Section 6.4 Liability of a Withdrawn General Partner ....................................

  • Such Withdrawn General Partner, or his estate or legal representatives, shall be treated as a Limited Partner in the Partnership in respect of any such retained Interest.

  • For purposes of this provision, "under the influence" means: observed abnormal behavior or impairments in mental or physical performance leading a reasonable person to believe the Contractor or Contractor's employee, officer, agent or Subcontractor has used a controlled substance, prescription or non-prescription medication that impairs the Contractor or Contractor's employee, officer, agent or Subcontractor's performance of essential job function or creates a direct threat to OHA clients or others.

  • Any portion of the Withdrawn General Partner's interest which is not required to be transferred as aforesaid and which the Partnership does not elect to purchase may be retained by such Withdrawn General Partner, or its estate or legal representatives as appropriate.

Related to Withdrawn General Partner

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

  • 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.

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

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

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Withdrawn Member means a Member whose interest in the Company has been terminated for any reason, including the occurrence of an event specified in Section 6.2, and shall include, unless the context requires otherwise, the estate or legal representatives of any such Member.

  • Substitute Limited Partner means any Person admitted to the Partnership as a Limited Partner pursuant to Section 9.3.

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • General Partner Loan has the meaning provided in Section 5.2(c) hereof.

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

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

  • Event of withdrawal of a general partner means an event that causes a person to cease to be a general partner as provided in section 402.

  • Class A Member means a Member holding one or more Class A Ordinary Shares.

  • General Partners means all such Persons.

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • 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.

  • Majority in Interest of the Partners means Partners holding in the aggregate Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interests of all Partners entitled to Consent to or withhold Consent from a proposed action.

  • Staff member means a staff member as defined in section 1(1) of the Public Service Act, 1995 (Act No. 13 of 1995);

  • Individual Member means a registered, financial Member of the Club who is at least 18 years of age.

  • 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.

  • Eligible Member means an employee who is enrolled in one of the designated benefits plans for which you offer participation in the wellness incentive program prior to the end of the first six months of the policy year and who remains enrolled in one of the designated benefits plans at the end of the policy year. Eligible Member also means the employee’s dependents to the extent that dependents are eligible to participate in the Blue Cross and Blue Shield wellness incentive program.) To qualify for a group wellness incentive award, you must meet the following program participation conditions: • You are a group eligible to offer the program as determined by Blue Cross and Blue Shield; and • You elect to offer the Blue Cross and Blue Shield wellness incentive program to your Members who are eligible to participate in the program at the start of your policy year and you continue the program for eligible Members through the end of the policy year; and • At least 20% of your Members who are eligible for the program must participate in the program during the policy year in which you offer the wellness incentive program; and • This Agreement is not be terminated before the end of the policy year in which you offer the wellness incentive program. When you offer a Blue Cross and Blue Shield wellness incentive program, Blue Cross and Blue Shield will determine if you qualify for a group incentive award within 90 days after the end of the policy year. Your group wellness incentive award will be calculated as a percentage of the total medical insurance premium you paid for the policy year for benefits plans for which you offer wellness incentive program participation, excluding any premium payments that are received by Blue Cross and Blue Shield after the end of the policy year. The percentage used to calculate your wellness incentive award will vary depending on how many of your eligible Members participate in the program during the policy year as follows: 1.25% when 20% to 49% of eligible Members participate; or 2.5% when 50% to 79% of eligible Members participate; or 7.5% when 80% to 100% of eligible Members participate. For the purpose of calculating your group wellness incentive award, an eligible Member who earns his or her individual maximum member wellness incentive payment in the policy year is considered to have participated in the program for that policy year. If you qualify for a group incentive award, Blue Cross and Blue Shield will issue the incentive amount to you (by means of a credit and/or a check) once the incentive amount has been calculated. You are solely responsible for determining whether you have any obligation to distribute all or part of your group wellness incentive award to your employees, or to credit a portion of your group wellness incentive award toward their benefits, or otherwise to notify them of your group wellness incentive award. You agree to indemnify and hold Blue Cross and Blue Shield harmless from any and all actions that may be brought against you or Blue Cross and Blue Shield due to your failure to provide any required distribution of, credit, or notification about, your group wellness incentive award to your employees.

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

  • Partner means any General Partner or Limited Partner.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.