Event of Withdrawal. As to all Partners, an Event of Withdrawal occurs when a Partner: provides written notice to the Partnership of the Partner’s express will to withdraw as a partner; makes an assignment for the benefit of creditors; files a voluntary petition in bankruptcy; is adjudged a bankrupt or insolvent or has entered against such Partner an order for relief in any bankruptcy or insolvency proceeding which order is not dissolved within 60 days; files a petition or answer or certificate seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief; files an answer or other pleading failing to contest the material allegations in any bankruptcy or insolvency proceeding; becomes subject to the appointment of a receiver or trustee or liquidator of all or any part of the Partner’s property which includes their Units or Partnership Interest; fails to have vacated or stayed the appointment of a trustee, receiver or liquidator of the Partner or of all or any part of the Partner’s property which includes their Units or Partnership Interest within 60 days of the appointment; has been expelled from the Partnership by a final judicial decree; is subject to any order or judgment not stayed within 30 days of issuance attaching or foreclosing upon its Units or any part of its Partnership Interest; (or a controlling Person) is on the list of Specially Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets Control or any similar list or is otherwise a Person the Partnership is prohibited from doing business with; commences any proceeding adverse to the Partnership; fails to pay two consecutive Capital Calls or fails to timely pay three Capital Calls whether or not consecutive; or transfers its Units or any Partnership Interest, as to the interest transferred. As to a Partner who is a natural Person, an Event of Withdrawal also occurs upon the Partner’s death, the appointment of a guardian or general conservator for the Partner or an adjudication of incompetency of the Partner. As to a Partner who is an entity, an Event of Withdrawal also occurs upon the termination, dissolution or cessation of business of the Partner.
Appears in 3 contracts
Sources: Agreement of Limited Partnership (White River Energy Corp.), Limited Partnership Agreement (White River Energy Corp.), Agreement of Limited Partnership (White River Energy Corp.)