Common use of Assignment of a Limited Partner's Interest Clause in Contracts

Assignment of a Limited Partner's Interest. (a) Except as otherwise provided in this Agreement, an assignee of the whole or any portion of a Partner's interest in the Partnership shall not have the right to become a Partner in place of its assignor unless (i) its assignor shall have designated such intention in the instrument of assignment; (ii) the written consent of the other Partners to such substitution shall have been obtained, which consent, in the other Partners' absolute discretion, may be withheld; (iii) the assignment instrument shall have been in form and substance satisfactory to the other Partner; (iv) the assignor and assignee named therein shall have executed and acknowledged such other instrument or instruments as the other Partners may deem necessary or desirable to effectuate such admission; and (v) the assignee shall have accepted, adopted and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended. (b) In any event, the Partnership and the other Partners shall be entitled to treat an assignor of a Partner's interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor, until such time as the foregoing requirements have been satisfied. (c) The Partnership shall, upon satisfaction of the foregoing requirements, thereafter pay all further distributions or profits or other compensation by way of income or return of capital on account of the interest so assigned to the assignee. In the absence of notice to the other Partners and approval thereof in writing by them of the assignment of a Partner's interest, whether by operation of law or otherwise, any payment to an assigning Partner, or to his assigns, executors, administrators, or legal representative, shall acquit the Partnership of liability to the extent of such payment as to any other person, whether

Assignment of a Limited Partner's Interest. (a) Except as otherwise provided in this Agreement, an assignee of the whole or any portion of a Partner's interest in the Partnership shall not have the right to become a Partner in place of its assignor unless (i) its assignor shall have designated such intention in the instrument of assignment; (ii) the written consent of the other Partners to such substitution shall have been obtained, which consent, in the other Partners' absolute discretion, may be withheld; (iii) the assignment instrument shall have been in form and substance satisfactory to the other Partner; (iv) the assignor and assignee named therein shall have executed and acknowledged such other instrument or instruments as the other Partners may deem necessary or desirable to effectuate such admission; and (v) the assignee shall have accepted, adopted and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended. (b) In any event, the Partnership and the other Partners shall be entitled to treat an assignor of a Partner's interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor, until such time as the foregoing requirements have been satisfied. (c) The Partnership shall, upon satisfaction of the foregoing requirements, thereafter pay all further distributions or profits or other compensation by way of income or return of capital on account of the interest so assigned to the assignee. In the absence of notice to the other Partners and approval thereof in writing by them of the assignment of a Partner's interest, whether by operation of law or otherwise, any payment to an assigning Partner, or to his assigns, executors, administrators, or legal representative, shall acquit the Partnership of liability to the extent of such payment as to any other person, whetherwhether claiming as a remote or immediate assignee of the Partner, or by reason of its death, legal disability, bankruptcy, insolvency, or otherwise. (d) All costs (including, without limitation, legal and other professional fees) incurred by the Partnership, the other Partners, and the assigning Partner relating to any transfer contemplated by this Article IX, shall be charged to, and shall be the sole expense of, the assigning Partner.

Assignment of a Limited Partner's Interest. (a) Except as otherwise provided herein, the interest of a Limited Partner may not be Transferred other than to another Partner and no Limited Partner shall have any right to substitute a non-Partner assignee in this Agreementits place as a Limited Partner (a "Substituted Limited Partner"), an assignee of unless such Transfer or substitution is consented to in writing by the General Partner, which consent may be withheld in its sole discretion. (b) If such written consent shall be obtained, then as a condition to its admission as a Substituted Limited Partner with respect to the whole or any portion of a Partner's the interest in the Partnership shall not have the right to become a Partner in place of its assignor unless predecessor in interest, such transferee (i) its assignor shall have designated execute and acknowledge such intention in the instrument of assignment; (ii) the written consent of the other Partners to such substitution shall have been obtainedinstruments, which consent, in the other Partners' absolute discretion, may be withheld; (iii) the assignment instrument shall have been in form and substance satisfactory to the other General Partner; (iv) the assignor and assignee named therein shall have executed and acknowledged such other instrument or instruments , as the other Partners may General Partner shall reasonably deem necessary or desirable advisable to effectuate such admission; admission and (v) to confirm the assignee shall have acceptedagreement of the person, adopted and approved in writing corporation or other entity being admitted as such Substituted Limited Partner to be bound by all of the terms and provisions of this Agreement, as the same may have been amended. amended from time to time and then be in force, and to evidence its intention to acquire such interest for investment and not with a view to the public distribution thereof, and (bii) In any eventif requested by the General Partner, shall deliver to the Partnership an opinion of counsel satisfactory to the General Partner that such Transfer does not violate applicable securities laws. Such transferee shall pay all expenses in connection with its admission as a Substituted Limited Partner, including, but not limited to, legal fees and the other Partners cost of preparing, filing and publishing any amendment of the Certificate necessary or advisable in connection therewith. The original Capital Account established for such Substituted Limited Partner shall be entitled to treat an assignor in the same amount as the Capital Account of a Partner's its predecessor in interest as of the absolute owner thereof in all respectsdate upon which such Substituted Limited Partner was admitted to the Partnership, and for the purposes of this Agreement such Substituted Limited Partner shall incur no liability for distributions be deemed to have made the Capital Contributions to the Partnership of its predecessor in good faith to such assignor, until such time as the foregoing requirements have been satisfiedinterest. (c) The Partnership shallA Transfer by a Limited Partner of all or part of his or her Limited Partner interest in the Company, upon satisfaction whether on death or inter vivos (in trust or otherwise), to or for the benefit of any member of his or her family or to a charitable, religious or educational organization, or a corporation more than 50% of the foregoing requirementsvoting stock of which is owned by him or her, thereafter pay all further shall be permitted, provided, that any such transferee shall not be admitted as a Substitute Limited Partner, unless the General Partner approves the same and the conditions set forth in paragraph (b) of this Section 6.2 are satisfied. (d) The General Partner's failure or refusal to grant consent to the substitution of a transferee as a Substituted Limited Partner as provided above, or the failure of the General Partner to obtain Limited Partner consent to the substitution of a new General Partner therefor, shall not affect the validity and effectiveness of any Transfer as a transfer of the right to receive Partnership distributions and allocations applicable to such Partnership interest under this Agreement, provided (i) the instrument effecting such assignment is in form reasonably satisfactory to the General Partner, (ii) a duly executed and acknowledged counterpart of such instrument is filed with the Partnership, (iii) the transferee (the trustee in the case of a transfer into trust) is not a person below the age of majority or profits a person theretofore adjudged to be incompetent and (iv) the proposed Transfer does not violate federal or other compensation by way applicable state securities laws. Any such attempted Transfer which does not satisfy each proviso in the immediately preceding sentence shall be void and ineffectual and shall not bind the Partnership. Except for the right to receive such distributions and allocations, such transferee shall not have any rights of income a Partner hereunder (such rights to remain with the transferor), including, without limitation, the right to receive any information or return of capital on account of the interest so assigned Partnership's transactions, to inspect the Partnership's books, to participate in any vote or consent of the Partners pursuant to the assignee. In the absence provisions of notice to the other Partners and approval thereof in writing by them of the assignment of a Partner's interest, whether by operation of law or otherwise, any payment to an assigning Partner, or to his assigns, executors, administrators, or legal representative, shall acquit the Partnership of liability to the extent of such payment as to any other person, whetherthis Agreement.