Assignment by Limited Partners Sample Clauses

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. 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. 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:
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Related to Assignment by Limited Partners

  • 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 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:

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