Common use of Assignability of a General Partner’s Interest in the Partnership Clause in Contracts

Assignability of a General Partner’s Interest in the Partnership. A General Partner may not sell, transfer, assign, pledge, encumber, mortgage, or otherwise hypothecate (hereinafter in this Article XI hereof collectively referred to as “assign” or “assignment”) the whole or any part of its interest as a General Partner in the Partnership without the prior Majority Vote of the Limited Partners. An assignee of all or part of the interest of a General Partner in the Partnership shall be admitted to the Partnership as a general partner of the Partnership only if a Majority Vote of the Limited Partners approves in writing the admission of such assignee as an additional or successor General Partner. If such vote is obtained, the admission shall be effective upon the filing of an amendment to the Certificate of Limited Partnership with the Secretary of State of the State of Delaware which indicates that such Person has been admitted to the Partnership as a general partner of the Partnership, and shall occur, and for all purposes shall be deemed to have occurred, immediately prior to the time the assignor ceases to be a general partner of the Partnership. Upon the filing of an amendment to the Certificate of Limited Partnership with the Secretary of State of the State of Delaware which indicates that a General Partner is no longer a general partner of the Partnership, such General Partner shall at that time cease to be a general partner of the Partnership.

Assignability of a General Partner’s Interest in the Partnership. A General Partner may not sell, transfer, assign, pledge, encumber, mortgage, or otherwise hypothecate (hereinafter in this Article XI hereof collectively referred to as “"assign” " or “"assignment”") the whole or any part of its interest as a General Partner in the Partnership without the prior Majority Vote of the Limited Partners. An assignee of all or part of the interest of a General Partner in the Partnership shall be admitted to the Partnership as a general partner of the Partnership only if a Majority Vote of the Limited Partners approves in writing the admission of such assignee as an additional or successor General Partner. If such vote is obtained, the admission shall be effective upon the filing of an amendment to the Certificate of Limited Partnership with the Secretary of State of the State of Delaware which indicates that such Person has been admitted to the Partnership as a general partner of the Partnership, and shall occur, and for all purposes shall be deemed to have occurred, immediately prior to the time the assignor ceases to be a general partner of the Partnership. Upon the filing of an amendment to the Certificate of Limited Partnership with the Secretary of State of the State of Delaware which indicates that a General Partner is no longer a general partner of the Partnership, such General Partner shall at that time cease to be a general partner of the Partnership.