Assignment by Limited Partners Sample Clauses

Assignment by Limited Partners. A Limited Partner shall have the right to substitute an assignee in his place only upon written consent of the General Partner and compliance with the provisions of this Agreement and the Uniform Act.
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Assignment by Limited Partners. (a) An Interest may be sold, transferred or otherwise assigned, in whole or in part, by a Limited Partner only upon (i) obtaining the written consent of the General Partner, which consent may be withheld in the General Partner’s sole and absolute discretion, except that any Interest may (A) pass without the consent of the General Partner to the heirs, legatees, executors, administrators or personal representatives of such Limited Partner upon his or her death, bankruptcy, adjudication of incompetency or by operation of law or to his or her spouse or children or trusts for their benefit (B) be transferred to an Affiliate of any Partner with the written consent of the General Partner, which consent shall not be unreasonably withheld, and (C) with respect to any ERISA Partner, pass without consent of the General Partner to a successor trustee, or to effect a merger, consolidation, or transfer of assets and liabilities of one or more plans funded by an ERISA Partner in compliance with Section 414(l) of the Code, provided that any heir, legatee, executor, administrator, personal representative, spouse, child or trust (in the case of clause (A)), any such Affiliate (in the case of clause (B)) or any such successor trustee or successor plan (in the case of clause (C)) shall be an assignee and shall not be admitted to the Partnership as a substitute Limited Partner except upon compliance with Section 12.3(a) of this Agreement and (ii) obtaining and delivering to the Partnership any and all consents required under any applicable state law and, if requested by the General Partner in its sole discretion, an opinion of counsel as specified in Section 12.2(b) of this Agreement provided that no opinion shall be required with respect to transfers to Affiliates if the transferring Limited Partner delivers to the General Partner a written statement that the Limited Partner has determined in good faith that such transfer will satisfy Section 12.2(b) clause (z) of this Agreement. No transfer by any Limited Partner of any limited partnership interest hereunder, nor the substitution of any party as a Limited Partner, shall be permitted unless the actions to be taken in connection with such transfer (1) may be effected without registration of the Interest under the Securities Act of 1933, as amended, (2) does not cause the violation of any state securities law (including any investment suitability standards) applicable to the Partnership, (3) would not cause the Partnership to ...
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Assignment by Limited Partners. No Limited Partner may directly or indirectly Transfer all or any part of its Limited Partnership Interest or any of its other rights or interests as a Limited Partner (except by way of an assignment to an Affiliate), nor may there occur any change in control of the ultimate beneficial interest in respect of a Limited Partner, whether voluntary or involuntary, without the prior written consent of the General Partner and the other Limited Partners.
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Assignment by Limited Partners. Except as otherwise hereinabove provided, no Holder may sell, assign, pledge (including a pledge of distributions), hypothecate or otherwise transfer, by any act or by operation of law, all or any part of a Limited Partnership Interest, except by sale or gift to a then-General Partner, a then-Limited Partner, or one or more of the transferor’s Affiliates (excluding for this purpose such Limited Partner’s spouse), without the written consent of the General Partner. In the event a Limited Partnership Interest is taken by levy, foreclosure, charging order, execution or other similar involuntary proceeding, the Partnership shall not dissolve, but the statutory or other involuntary assignee of said Limited Partnership Interest shall be entitled only to receive distributions pursuant to Article 7 and Section 13.3(c) and allocations of Profits and Losses attributable to such Limited Partnership Interest. In no event shall said assignee have the right to participate in or interfere with the management or the administration of the Partnership business, assets, or affairs, or to vote or consent on any matters (including amendment of this Agreement), or to become a Substitute Limited Partner except as provided in Sections 9.9 and 9.10 hereof.
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Assignment by Limited Partners. Except as otherwise expressly provided in Section 6.2, this Section 8.1 or Section 8.3, a Limited Partner shall not sell, assign or encumber all or any part of his Interest to any other Person, whether or not the assignee as a Limited Partner is in compliance with the following conditions: (a) the assignment shall be set forth in a written instrument in form and substance acceptable to legal counsel to the Partnership which (i) states that the assignee desires to be substituted as a Limited Partner and accepts and adopts all of the terms and provisions of this Agreement, and (ii) provides for the payment by the parties to the assignment of all reasonable expenses incurred by the .Partnership in connection with the substitution, including but not limited to the cost of obtaining opinions of legal counsel, preparing the necessary amendment to this Agreement, the filing of a Supplemental Declaration of Limited Partnership and/or additional supplemental declarations, if required, and all legal fees in connection with any of the foregoing; (b) if requested by the General Partners, the Partnership shall obtain an opinion of legal counsel acceptable to the General Partners, or shall require the parties to the assignment to provide to the Partnership an opinion of legal counsel acceptable to the General Partners, to the effect that the assignment is exempt from registration and qualification under the Securities Act of 1933, as amended, and all applicable state securities laws.
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Related to Assignment by Limited Partners

  • Assignment by Owner 51 Section 12.11

  • Assignment by Depositor Concurrently with the execution of this Agreement, the Depositor shall assign its interest under this Agreement with respect to the Mortgage Loans to the Trustee, and the Trustee then shall succeed to all rights of the Depositor under this Agreement. All references to the rights of the Depositor in this Agreement shall be deemed to be for the benefit of and exercisable by its assignee or designee, specifically including the Trustee.

  • Assignment by Landlord Landlord shall have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder, in the Premises, and in such event and upon such transfer no further liability or obligation shall thereafter accrue against Landlord hereunder.

  • 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 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 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 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.

  • 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: (a) The Secured Party will be entitled to exercise all of Lessor's rights, but will not be obligated to perform any of the obligations of Lessor. The Secured Party will not disturb Lessee's quiet and peaceful possession and unrestricted use of the Equipment so long as Lessee is not in default and the Secured Party continues to receive all Rent payable under the Schedule; and (b) Lessee will pay all Rent and all other amounts payable to the Secured Party, despite any defense or claim which it has against Lessor. Lessee reserves its right to have recourse directly against Lessor for any defense or claim; (c) Subject to and without impairment of Lessee's leasehold rights in the Equipment, Lessee holds the Equipment for the Secured Party to the extent of the Secured Party's rights in that Equipment.

  • Limitation on Resignation and Assignment by Servicer The Owner has entered into this Agreement with the Servicer and subsequent Owners will purchase the Mortgage Loans in reliance upon the independent status of the Servicer, and the representations as to the adequacy of its servicing facilities, plant, personnel, records and procedures, its integrity, reputation and financial standing, and the continuance thereof. Therefore, the Servicer shall neither assign this Agreement or the servicing hereunder or delegate its rights or duties hereunder or any portion hereof (to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall be fully liable for such tasks as if the Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets without the prior written consent of the Owner, which consent shall be granted or withheld in the reasonable discretion of the Owner, provided, however, that the Servicer may assign its rights and obligations hereunder without prior written consent of the Owner to any entity that is directly owned or controlled by the Servicer, and the Servicer guarantees the performance of such entity hereunder. In the event of such assignment by the Servicer, the Servicer shall provide the Owner with a written statement guaranteeing the successor entity's performance of the Servicer's obligations under the Agreement. The Servicer shall not resign from the obligations and duties hereby imposed on it except by mutual consent of the Servicer and the Owner or upon the determination that its duties hereunder are no longer permissible under applicable law and such incapacity cannot be cured by the Servicer. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Owner which Opinion of Counsel shall be in form and substance acceptable to the Owner. No such resignation shall become effective until a successor shall have assumed the Servicer's responsibilities and obligations hereunder in the manner provided in Section 10.01. Without in any way limiting the generality of this Section 8.03, in the event that the Servicer either shall assign this Agreement or the servicing responsibilities hereunder or delegate its duties hereunder or any portion thereof (to other than a third party in the case of outsourcing routine tasks such as taxes, insurance and property inspection, in which case the Servicer shall be fully liable for such tasks as if the Servicer performed them itself) or sell or otherwise dispose of all or substantially all of its property or assets, without the prior written consent of the Owner, then the Owner shall have the right to terminate this Agreement upon notice given as set forth in Section 9.01 without any payment of any penalty or damages and without any liability whatsoever to the Servicer or any third party.

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