Allocations upon Transfers of Partnership Interests Sample Clauses

Allocations upon Transfers of Partnership Interests. If, during an Accounting Period, a Partner transfers all or a portion of its Partnership Interest to another Person in compliance with this Agreement, items of Net Income and Net Loss, together with corresponding tax items, that otherwise would have been allocated to the transferring Partner with regard to such Accounting Period will be allocated between the transferring Partner and the Substitute Partner in accordance with their respective Partnership Percentages during the Accounting Period using any method permitted by Section 706 of the Code and selected by the Tax Matters Partner.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Allocations upon Transfers of Partnership Interests. If any Partnership Interest is transferred, or the Sharing Ratio is increased or decreased by reason of the admission of a new Partner or otherwise, during any Adjustment Period, then Profits, Losses, each item thereof, and all other Partnership profit and loss attributable to such Partnership Interest for such Adjustment Period will be assigned pro rata to each day in the particular period of such Adjustment Period to which such item is attributable (i.e., the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day will be allocated among the Partners based upon their respective interests in the Partnership at the close of such day. For the purpose of accounting convenience and simplicity, the Partnership will treat a transfer of, or an increase or decrease in, a Partnership Interest or an increase or decrease in an Partner's Sharing Ratios that occurs at any time during a semi-monthly period as having been consummated on the first day of such semi-monthly period, regardless of when during such semi-monthly period such transfer, increase or decrease actually occurs (i.e., transfers or increases or decreases made during the first 15 days of any month will be deemed to have been made on the first day of the month and transfers or increases or decreases thereafter will be deemed to have been made on the 16th day of the month).
Sample 1

Related to Allocations upon Transfers of Partnership Interests

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions 40 Section 5.2 Contributions by the General Partner 40 Section 5.3 Contributions by Initial Limited Partners 40 Section 5.4 Interest and Withdrawal 40 Section 5.5 Capital Accounts 41 Section 5.6 Issuances of Additional Partnership Interests and Derivative Instruments 44 Section 5.7 Conversion of Subordinated Units 45 Section 5.8 Limited Preemptive Right 45 Section 5.9 Splits and Combinations 45 Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests 46 Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 46 ARTICLE VI

Time is Money Join Law Insider Premium to draft better contracts faster.