Withdrawn Limited Partner definition

Withdrawn Limited Partner shall have the meaning set forth in Section 7.4(a).
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Withdrawn Limited Partner means a Partner whose interest in the Partnership has been terminated for any reason, including the occurrence of an event specified in Section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 Partner.
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Withdrawn Limited Partner means any Management Limited Partner whose Partnership Interest has been converted into that of a Withdrawn Limited Partner pursuant to Section 5.02(b).
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Examples of Withdrawn Limited Partner in a sentence

  • The sale price shall be payable in cash except in the case of a Withdrawn Limited Partner that, prior or subsequent to its Withdrawal Event, failed to satisfy its obligations under Section 6.11 in respect of a request by the General Partner reasonably related to the Partnership’s efforts to comply with and minimize withholding under a FATCA Rule.

  • With regard to an Assignee that is a Withdrawn Limited Partner or successor in interest thereto, the foregoing rights of the Partnership under this Section 7.7(g) shall be in addition to those rights of the Partnership set forth in Section 7.4.

  • The sale price shall be an amount equal to: (x) the Withdrawn Limited Partner’s Updated Capital Account balance (or zero if such balance is negative) as of the Close of Business on the effective date of the Withdrawal Event or (y) such lesser amount as is mutually acceptable to the General Partner and the Withdrawn Limited Partner.

  • Pursuant to the mutual consent of the General Partner and a Withdrawn Limited Partner (which consent may be withheld in such Persons’ sole discretion), such Withdrawn Limited Partner may receive less than the full amount to which it is otherwise entitled under this Section 7.4(b).

  • Notwithstanding the foregoing, any Regular Limited Partner who Withdraws from the Partnership, and all or any portion of whose GP-Related Partner Interest is retained as a Special Limited Partner, shall be considered a Withdrawn Limited Partner for all purposes hereof.

  • The Partnership Interest of each Management Limited Partner shall be subject to vesting, redemption, forfeiture, or conversion to that of a Withdrawn Limited Partner to the extent, and on the terms and conditions, provided in each Management Limited Partner’s Subscription Agreementnership Interest in the event such Management Limited Partner ceases to be employed by the Partnership, the Operating Partnership, or one of their affiliates.

  • To the extent that another Partner purchases a portion of a Capital Commitment Interest of a Withdrawn Limited Partner, the purchasing Partner’s Capital Commitment Capital Account and Capital Commitment Profit Sharing Percentage for such Capital Commitment Investment shall be correspondingly increased.

  • In the event any Partner or Withdrawn Limited Partner fails to comply with the provisions of this Section 10.11 after the Partnership has notified such Partner or Withdrawn Limited Partner of his failure to so comply and such failure to so comply is not cured within 30 days of such notice, the Partnership may withhold any and all distributions to such Partner until the time at which such party complies with the requirements of this Section 10.11.

  • Where applicable, any estate planning trust of such Partner or Withdrawn Limited Partner to which a portion of such Partner’s or Withdrawn Limited Partner’s Interest is transferred shall include a provision substantially similar to such provision and the trustee of such trust shall confirm annually to the Partnership, in writing, that such provision or its substantial equivalent remains in such trust.

  • Third party costs incurred by the Partnership in providing this assistance will be borne by the Withdrawn Limited Partner or his estate.

Related to Withdrawn Limited Partner

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

  • 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.

  • 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.

  • 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.

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

  • Special Limited Partner means WNC Housing, L.P., a California limited partnership, and such other Persons as are admitted to the Partnership as additional or substitute Special Limited Partners pursuant to this Agreement.

  • Foreign limited partnership means a partnership formed under laws other than of this state and having as partners one or more general partners and one or more limited partners.

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

  • Initial Limited Partner has the meaning set forth in the Preamble.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • 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.

  • Foreign limited liability limited partnership means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 488.404, subsection 3.

  • 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.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • 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.

  • Vote Limited Member means any Member who beneficially owns 5% or more of the outstanding Class A shares (excluding Masterworks Shares) submits a Vote Limit Certificate to the Board which designates such Member as a Vote Limited Member, either separately or jointly with one or more other Members.

  • Limited Partners means all such Persons.

  • Initial Limited Partners means the Organizational Limited Partner (with respect to the Common Units and Subordinated Units received by it pursuant to Section 5.2), the General Partner (with respect to the Incentive Distribution Rights) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

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

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

  • 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.

  • Additional Limited Partner means a Person admitted to the Partnership as a Limited Partner pursuant to Section 10.4 and who is shown as such on the books and records of the Partnership.

  • 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.

  • Original Limited Partner means the Limited Partners designated as “Original Limited Partners” on Exhibit A hereto.

  • Preferred Member means a Member holding Preferred Units.

  • 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.