Assignment by Partners. (a) No Partner's interest in the Partnership shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of all of the other Partners, and any attempt by a Partner to assign its interest without such consent shall be void ab initio.
(b) Unless an assignee becomes a substituted Partner in accordance with the provisions set forth below, such assignee shall not be entitled to any of the rights granted to a Partner hereunder, other than the right to receive allocations of income, gain, loss, deduction, credit and similar items and distributions to which the assignor would otherwise be entitled, to the extent such items are assigned.
(c) An assignee of the interest of a Partner, or any portion thereof, shall become a substituted Partner entitled to all of the rights of a Partner if, and only if (i) the assignor gives the assignee such right, (ii) the Partners consent to such substitution, the granting or denying of which shall be in each Partner's sole discretion, and (iii) the assignee executes and delivers such instruments, in form and substance satisfactory to the General Partner, as the General Partner may deem necessary or desirable to effect such substitution and to confirm the agreement of the assignee to be bound by all of the terms and provisions of this Agreement. Upon the satisfaction of such requirements, the General Partner shall concurrently (or as of such later date as shall be provided for in any applicable written instruments furnished to the General Partner) admit any such assignee as a substituted Partner of the Partnership and reflect such admission and the date thereof in the records of the Partnership.
(d) The Partnership and the General Partner shall be entitled to treat the record owner of any Partnership 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 such owner until such time as a written assignment of such interest that complies with the terms of this Agreement has been received by the General Partner.
Assignment by Partners. 19 12.2.1 Unauthorized Assignments Void.........................................19 12.2.2 GENERAL PARTNER'S Right of First Refusal..............................20 12.2.3
Assignment by Partners. Section 9.1 of the Partnership Agreement is hereby amended to read in its entirety as follows: No Partner's interest in the Partnership or rights therein shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, under any circumstances. Any attempt by a Partner to assign its interest shall be void ab initio.
Assignment by Partners. Any Partner may freely sell, assign or transfer all or any part of such Partner’s Units or other interests in the Company, and the creation of any pledge, security interest, mortgage, encumbrance or other restriction on the Partnership Units is expressly permitted.
Assignment by Partners. Except as provided in Article XI, or Sections 10.5 or 5.2, and except for any transfer by the Class A Limited Partner of all or any portion of its interest in the Partnership to any Affiliate of such Limited Partner, no Limited Partner may transfer his interest in the Partnership, voluntarily or involuntarily, unless such Limited Partner complies with the right of refusal provisions contained in Section 10.4. No such assignee shall become a Partner of the same class as his assignor unless:
(a) such person executes an instrument reasonably satisfactory to the General Partner accepting and adopting the terms and provisions of this Agreement; and
(b) in the case of assignments other than by operation of law, the assignor states his intention in writing to have his assignee become a Partner of the same class; and
(c) such assignee executes a Power of Attorney as described in Article XII and such other documents as the General Partner may reasonably require; and
(d) all expenses and costs relating to the assignment, including the General Partner's attorneys' fees, shall be paid by the assignor or assignee; and
(e) except for employees of DMCS who acquire their Class B Limited Partner interest in the Partnership pursuant to Section 5.2, the transferee is not a person or entity (i) which owns, operates or franchises convenience stores and/or gasoline stations (a "Competing Person") or (ii) which controls, is controlled by, or is under common control with a Competing Person. If the foregoing conditions are not complied with, the Partnership need not recognize such assignment for any purpose. The assignment by a Limited Partner or by an assignee of a Limited Partner, shall become effective on the day of receipt by the General Partner of evidence of such assignment and of compliance with this Section 10.3.
Assignment by Partners. Except as provided in Article XI, or Sections 10.5 or 5.2, and except for any transfer by the Class A Limited Partner of all or any portion of its interest in the Partnership to any Affiliate of such Limited Partner, no Limited Partner may transfer his interest in the Partnership, voluntarily or involuntarily, unless such Limited Partner complies with the right of refusal provisions contained in Section 10.4. No such assignee shall become a Partner of the same class as his assignor unless:
Assignment by Partners. 25 ARTICLE X
Assignment by Partners. (a) No Partner's interest in the Partnership shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, as a whole or in part, unless (i) such Partner makes an assignment pursuant to a Permitted Transfer, (ii) if such assigning Partner is the General Partner or Richxxx X. Xxxxxxxxx, xxch Partner obtains the prior written consent of a Super Majority Interest of the Limited Partners, or (iii) if such assigning Partner is a Limited Partner other than Richxxx X. Xxxxxxxxx, xxch Partner obtains the prior written consent of the General Partner, and any attempt by a Partner to assign its interest other than pursuant to a Permitted Transfer or obtaining the requisite consent required pursuant to subsection (ii) or (iii), as applicable, shall be void ab initio.
(b) Except in any instance in which Richxxx X. Xxxxxxxxx xxxll make a Permitted Transfer or in any instance in which Richxxx X. Xxxxxxxxx xxxigns a Partnership interest consisting of a Sharing Ratio of less than two percent in one transaction or in a series of transactions, Richxxx X. Xxxxxxxxx xxxeby covenants and agrees with the other Partners that after December 31, 1996, he will not make an assignment of his interest in the Partnership unless he and the General Partner shall allow each other Limited Partner the right to assign up to the same proportion of such Limited Partner's interest upon the same terms and conditions. In the event that Richxxx X. Xxxxxxxxx xxxires to make any such assignment other than pursuant to a Permitted Transfer, he shall provide each Limited Partner with notice of the terms of such assignment, including the identity of the assignee, the Partnership interest that he desires to assign, and the consideration for such assignment. Within ten days after each Limited Partner's receipt of such notice, each Limited Partner shall notify Richxxx X. Xxxxxxxxx xx writing of its election to assign such portion of its Partnership interest. If any Limited Partner makes such election, such Limited Partner shall assign its pro rata portion of its interest in the Partnership on the same terms and conditions described in the original notice provided by Richxxx X. Xxxxxxxxx. Xx Richxxx X. Xxxxxxxxx xxxs not receive any Limited Partner's notice of such election within the above-described time period, or, if any Limited Partner notifies Richxxx X. Xxxxxxxxx xx writing that such Limited Partner will not make such election to participate in such assignment, Richxx...
Assignment by Partners. A Limited Partner may transfer any of his Limited Partnership Interest subject to the conditions set forth in Sections 8.2, 8.7 and 8.8. The assignee of such Partner shall be admitted as a substituted limited partner, as the case may be, however, only after the conditions of Section 8.6 have been met.
Assignment by Partners. (a) No Limited Partner’s interest in the Partnership, or any rights therein shall be transferred by any Limited Partner except in accordance with the terms of this Article IX. As used in this Article IX, the term “transfer” (whether used as a noun or a verb) shall refer to any sale, transfer, or other disposition whether by sale, by gift, or otherwise, and whether voluntary, involuntary, or by operation of law, to any Person, including but not limited to an involuntary transfer in Bankruptcy, a transfer in connection with or as a result of a divorce of a Limited Partner, any pledge, assignment, hypothecation or grant of a security interest, or any transfer by devise or inheritance; provided, however, that this Article IX shall not restrict the voluntary transfer by any Limited Partner to a member of the Limited Partner’s immediate family or to an Affiliate of a Limited Partner (a “Permitted Transfer”). Any attempt by a Limited Partner to transfer its interest without complying with the terms of this Article IX shall be void ab initio.
(b) The General Partner’s interest in the Partnership, or any rights therein shall not be sold, assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of the Required Percentage of the Class A Limited Partners. Any attempt by the General Partner to assign its interest without the required consent shall be void ab initio.
(c) Except as provided in Section 9.4, any permitted transfer of Partnership Interests and the admission of new Partners shall not constitute an amendment to this Agreement.
