Assignment by General Partner Sample Clauses

Assignment by General Partner. The interest of the General Partner in the Partnership shall not be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of the Limited Partners in their sole and absolute discretion.
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Assignment by General Partner. The General Partner may freely assign its Percentage Interest in the Partnership to any affiliated entity without approval of any Limited Partner. A person receiving an assignment of the General Partner’s Percentage Interest in compliance with this Section 9.4 shall be substituted as the General Partner by the filing of appropriate amendments to this Agreement. If the proposed assignee is not an Affiliate, then approval of a Majority is required.
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Assignment by General Partner. The General Partner shall not sell, assign or otherwise dispose of all or any portion of his interest in the Partnership as General Partner without prior Consent; provided, however, such consent shall not be required, if such sale or assignment relates only to the General Partner's right to receive distributions hereunder or is required by another provision of this Agreement.
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Assignment by General Partner. The Limited Partners may approve the assignment and transfer by the General Partner of its interest as general partner in the Partnership.
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Assignment by General Partner. The General Partner shall not Transfer any portion of its interest in the Partnership without the prior written consent of the Investor Limited Partner, such consent not to be unreasonably withheld, to a Transfer by the General Partner of its entire interest to an Affiliate.
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Assignment by General Partner. Prior to Payout No. 2, the interest of the General Partner in the Partnership shall not be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of the Limited Partners in their sole and absolute discretion. After Payout No. 2, the interest of the General Partner in the Partnership shall not be assigned without the prior written consent of the Limited Partners in their sole and absolute discretion.
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Assignment by General Partner. The General Partner shall have the right, with prior written consent of the Limited Partner, which shall not be unreasonably withheld or delayed, to assign all or any portion of its Partnership Interest to a corporation, partnership or other entity, a majority of the voting interests or partnership interests of which is owned by the General Partner (the “Controlled Entity”) and with respect to any such corporation owned or controlled by the General Partner only if (i) there shall have been received an opinion of counsel reasonably satisfactory to the Limited Partner, that such entity will not cause the Limited Partner to lose its status as a limited partner under Delaware law or cause the Partnership to be treated for federal income tax purposes as an association taxable as a corporation rather than a partnership and (ii) the General Partner’s ability to transfer its interest in the Controlled Entity is limited in the same manner as its ability to transfer its Partnership Interest pursuant to the terms of this Agreement. Except as otherwise expressly provided in Article VII, the Partnership shall not be terminated on the dissolution of a corporation acting as sole General Partner, so long as a successor becomes the General Partner in accordance with the terms of this Agreement and applicable law.
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Assignment by General Partner. The General Partner may (without the need for any vote or consent of the Management Committee or any Partner) assign any or all of its rights and obligations under this Article V, in one or more instances, to any other Person (subject to the immediately following sentence, in the case of any assignment to the Partnership); provided, however, that no such assignment shall relieve the General Partner of its obligation to make payment of a Purchase Price to the extent not paid by any such assignee. The General Partner may, with either a Majority Limited Partner Vote (excluding, for purposes of determining such Majority Limited Partner Vote, the Limited Partner whose interest is being purchased) or the prior written consent of the Management Committee, assign any or all of its rights and obligations under this Article V, in one or more instances, to the Partnership.
Sample 1

Related to Assignment by General Partner

  • Assignment by Members No Member shall sell, assign or transfer, or offer to sell, assign or transfer or otherwise Dispose of all or any part of such Member’s Units or other interests in the Company (whether voluntarily or involuntarily) without the prior written consent of the Majority Members.

  • Assignment by Owner 51 Section 12.11

  • Assignment by Purchaser The Purchaser shall have the right, without the consent of the Company but subject to the limit set forth in Section 2.02 hereof, to assign, in whole or in part, its interest under this Agreement with respect to some or all of the Mortgage Loans, and designate any person to exercise any rights of the Purchaser hereunder, by executing an Assignment and Assumption Agreement and the assignee or designee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee or designee.

  • Assignment by Seller The Seller shall have the right, upon notice to but without the consent of the Servicer, to assign, in whole or in part (but exclusive of the Servicer’s rights and obligations as owner of the servicing rights relating to the Mortgage Loans), its interest under this Agreement to the Depositor, which in turn shall assign such rights to the Trustee, and the Trustee then shall succeed to all rights of the Seller under this Agreement. All references to the Seller in this Agreement shall be deemed to include its assignee or designee and any subsequent assignee or designee, specifically including the Trustee.

  • Assignment by Company The Company may assign its rights under this Agreement to an affiliate, and an affiliate may assign its rights under this Agreement to another affiliate of the Company or to the Company; provided, however, that no assignment shall be made if the net worth of the assignee is less than the net worth of the Company at the time of assignment. In the case of any such assignment, the term "Company" when used in a section of this Agreement shall mean the corporation that actually employs the Employee.

  • Assignment by Lessee Lessee may transfer or assign its rights and obligations under this Agreement without the consent of Operator but shall deliver to Operator written notice of such transfer or assignment not less than ten (10) days prior to the effective date thereof; provided, however, in the event of the assignment of this Agreement to a party that is not an Affiliate, Operator shall have the right to terminate this Agreement within 15 days after receipt of written notice of such assignment, which termination will be effective within 30 days of Lessee’s receipt of such termination notice. Any transfer or assignment of this Agreement by Lessee shall include an express assumption by the transferee or assignee of Lessee’s obligations hereunder. Nothing herein shall be deemed to require Lessee to assign or attempt to assign this Agreement to any third party, including any buyer of a Hotel.

  • ASSIGNMENT BY LESSOR The terms and conditions of each Schedule have been fixed by Lessor in order to permit Lessor to sell and/or assign or transfer its interest or grant a security interest in each Schedule and/or the Equipment to a Secured Party or Assignee. In that event, the term Lessor will mean the Assignee and any Secured Party. However, any assignment, sale, or other transfer by Lessor will not relieve Lessor of its obligations to Lessee and will not materially change Lessee's duties or materially increase the burdens or risks imposed on Lessee. The Lessee consents to and will acknowledge such assignments in a written notice given to Lessee. Lessee also agrees that:

  • Assignment by Assignor Effective as of the Closing, Assignor hereby transfers and assigns to Assignee the Intangible Property and the Permits and Entitlements.

  • Assignment by Buyer Buyer shall have the right to assign this Agreement to any third party or parties and no consent on the part of Seller shall be required for such assignment, provided however, that any such assignment shall not relieve Buyer of its liabilities and obligations hereunder.

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