Assignment by Limited Partner Sample Clauses
The "Assignment by Limited Partner" clause governs the conditions under which a limited partner in a partnership may transfer or assign their interest to another party. Typically, this clause outlines any required consents from the general partner or other limited partners, and may specify restrictions such as prohibiting assignments to competitors or unqualified investors. Its core function is to maintain control over the partnership’s composition and ensure that all partners meet agreed-upon standards, thereby protecting the interests of the partnership and its members.
Assignment by Limited Partner. (A) The Limited Partner may assign its Interest, in whole or in part, by an executed and acknowledged written instrument only if all of the following conditions are satisfied:
(i) the assignor and assignee file a notice of transfer with the General Partner which contains the information reasonably required by the General Partner; and
(ii) any reasonable costs of transfer shall have been paid to the Partnership; and
(iii) the General Partner shall have Consented to the assignment, which Consent may be granted or withheld in its sole discretion.
(B) Any such assignment shall be recognized by the Partnership as effective only on the first day of the calendar month following receipt by the Partnership of such notice of the proposed assignment and satisfaction of the aforementioned conditions.
(C) If an assignee of a Limited Partner does not become a Substitute Limited Partner pursuant to Section 9.03, the Partnership shall not recognize the assignment, and the assignee shall not have any rights to require any information on account of the Partnership's business, inspect the Partnership's books or vote on Partnership matters.
(D) Notwithstanding anything contained herein to the contrary, upon compliance with the provisions of clauses (i) and (ii) of Paragraph (A) of this Section, the Limited Partner, or any limited partner, or Special Limited Partner, shall have the right to assign its Interest, in whole or in part, to an Affiliate.
Assignment by Limited Partner. (a) Notwithstanding Section 8.01 and subject to the provisions of Article IX hereof, the Limited Partner shall have the right to assign the whole or any portion of its Interest only by a written assignment, the terms of which are not in contravention of any of the provisions of this Agreement or the Act, which assignment shall have been duly executed by the assignor and the Assignee, received by the Partnership, and recorded on the books of the Partnership, subject, however, to the provisions of Section 8.04 hereof.
(b) As used in this Section 8.02, the “effective date” of an assignment of an Interest shall be that date set forth on the written instrument of assignment.
(c) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of such Interest as the absolute owner thereof in all respects, and shall incur no liability for distributions of cash or other property made in good faith to it, until such time as the written assignment has been received by the Partnership, consented by the General Partner, which consent shall not be unreasonably withheld, and recorded on the books of the Partnership.
(d) An Assignee of the Limited Partner’s Interest shall be entitled to receive the distributions of cash or other property from the Partnership attributable to the Interest acquired by reason of such assignment from and after the effective date of the assignment of such Interest to it, and such Assignee shall pay all reasonable expenses of the Partnership connected with such assignment.
(e) Net Income and Net Loss attributable to the Interest acquired by reason of such assignment shall be divided among and allocated between the assignor and the Assignee of such Interest as of the effective date of the assignment of such Partnership Interest and in accordance with Section 8.02(f) below.
(f) The division and allocation of annual Net Income and Net Loss attributable to the Interest between the assignor and the Assignee during any Fiscal Year of the Partnership shall be based upon the length of time during such Partnership Fiscal Year, as measured by the effective date of the assignment, that the Interest was owned by each of them, and shall not be based upon the date or dates during such Fiscal Year on which monthly income was earned or monthly losses incurred by the Partnership. Any gain or loss on an Extraordinary Transaction shall be allocated to the Person recognized as the Limited Partne...
Assignment by Limited Partner. The Limited Partner may assign its ownership interest in the Partnership in whole or in part, by an executed and acknowledged written instrument only if all of the following conditions are satisfied:
(a) the assignor and assignee file a notice of transfer with the General Partner which contains the information reasonably required by the General Partner; and
(b) any reasonable costs of transfer shall have been paid to the Partnership; and
(c) the General Partner shall have consented to the assignment, which consent may be granted or withheld in its sole discretion, unless the Limited Partner assigns its interest in the Partnership, in whole or in part, to an Affiliate (as defined in the Partnership Agreement) .