Assignment of Partnership Interest. The method of delivery of the Assignment of Partnership Interest and all other required documents is at the option and risk of the tendering Limited Partner, and delivery will be deemed made only when actually received by the Depositary. In all cases, sufficient time should be allowed to assure timely delivery.
Assignment of Partnership Interest. Assignor hereby assigns to Assignee, and Assignee hereby accepts from Assignor, the Partnership Interest, including but not limited to all right, title and interest represented by the Partnership Interest in and to the properties (real and personal), capital, cash flow distributions, profits and losses of the Partnership. Assignor hereby represents and warrants to Assignee that it has not heretofore sold, assigned, pledged or otherwise disposed of the Partnership Interest. Assignor further represents and warrants that it has good and valid legal title to the Partnership Interest. After the Assignment, the effective Partnership Interests shall be: Triad Partners IV, Inc. - GP - 1.2%, Triad Partners IV, Inc. - LP - 97.6%, and Capital Senior Living Properties, Inc. - LP - 1.2%.
Assignment of Partnership Interest. Consumer Services assigns its 1% general partnership interest to Consumer Services LP.
Assignment of Partnership Interest. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the undersigned (“Assignor”) does hereby, this 8th day of November 2012, assign, transfer and convey to Mortgage Holdings, LLC, a Delaware limited liability company (“Assignee”), the partnership interest (the “Interest”) described on Schedule A attached hereto and made a part hereof, standing in the name of the Assignor on the books of * Limited Partnership, together with any and all right, title and interest in any property, both real and personal, to which the Interest relates and any other rights, privileges and benefits appertaining thereto. This Assignment is made subject to all of the terms and conditions of the Agreement of Limited Partnership of * Limited Partnership dated __, and any amendments thereto (the “Partnership Agreement”), and Assignee, by execution of this Assignment, agrees to abide by and be bound by all of the terms and conditions of the Partnership Agreement, as now in effect or hereafter amended, in the place and stead of Assignor. Assignor represents and warrants to Assignee:
Assignment of Partnership Interest. Concurrently herewith Pledgor shall execute and deliver to Secured Party a fully executed Subordinated Assignment of Partnership Interest in the form attached hereto as Exhibit “A” with respect to the Partnership. Pledgor hereby authorizes Secured Party, after the occurrence of an Event of Default, after the expiration of any applicable cure period therefor and upon the completion of a sale conducted pursuant to Article 9 of the Uniform Commercial Code (the “Code”) in effect in the State of Texas at that time, to complete the Assignment of Partnership Interest, and if the assignee is not Secured Party to fill in the name of the purchaser of the Collateral at a sale conducted pursuant to Article 9 of the Code as the assignee, and the date on which such sale was conducted, and, thereafter, to deliver one fully executed original to the other partners of the Partnership. Pledgor agrees that the Partnership and its constituent partners shall be entitled to rely conclusively on such Subordinated Assignment of Partnership Interest and shall have no liability to Pledgor for any loss or damage which Pledgor may incur by reason of said reliance, this provision being expressly for the benefit of such partners.
Assignment of Partnership Interest. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Prime Offshore L.L.C., a Delaware limited liability company (“Assignor”), hereby sells, assigns, transfers and conveys to (“Assignee”), all of its right, title and interest in and to its partnership interest in FWOE Partners L.P., a Delaware limited partnership (the “Partnership”), including, without limitation, Assignor’s right to receive from the Partnership all amounts payable to Assignor from and after the date hereof in consideration of the foregoing transfer. Assignee agrees that, subject to the immediately preceding sentence, it shall be bound by all of the terms and provisions of the partnership agreement governing the Partnership and shall perform and observe all of the covenants, duties and obligations contained therein from and after the date of Assignee’s admission as a partner in the Partnership.
Assignment of Partnership Interest. The General Partner shall not assign or otherwise transfer its interest as the general partner of the Partnership. A Limited Partner may assign or otherwise transfer all or any part of its interest in the Partnership (provided that such part shall include a Capital Commitment, whether funded or unfunded, of at least $1 million), subject to the limitations set forth in Section 8.4. The assignee or transferee of a Limited Partner's interest in the Partnership (an "Assignee") shall have the right to become a Substitute Limited Partner only if the following conditions are satisfied:
A. A duly executed and acknowledged written instrument of assignment shall have been filed with the Partnership.
B. The Limited Partner and the Assignee shall have executed and acknowledged such other instruments and taken such other action as the General Partner shall reasonably deem necessary or desirable to effect such substitution, including, without limitation, the execution by the Assignee of a Subscription Agreement, an appropriate amendment to this Agreement and a Power of Attorney substantially similar to that referred to in Section 12.8 hereof.
C. The restrictions on transfer contained in Section 8.4 shall be inapplicable, and, if requested by the General Partner, the Limited Partner or the Assignee shall have obtained an opinion of counsel reasonably satisfactory to the General Partner as to the legal matters set forth in that Section. The Limited Partner may request that the General Partner seek to obtain the required opinion from counsel recommended by such Limited Partner which is reasonably satisfactory to the General Partner, provided that the expense of such counsel shall be an expense of the Partnership that is paid out of the Capital Commitment of such Partner.
D. The Limited Partner or the Assignee shall have paid to the Partnership such amount of money as is sufficient to cover all expenses incurred by or on behalf of the Partnership in connection with such substitution.
E. The General Partner shall have consented, in its sole and absolute discretion, to such substitution, except in the case of a transfer to an Affiliate.
Assignment of Partnership Interest. Effective as of the Effective Date, subject to the terms and conditions set forth herein, Assignor hereby sells, transfers, assigns, sets over and delivers % of Assignor’s 99.9% Partnership Interest in the Partnership (the “Partnership Interest”) to the Assignee and its respective successors and assigns (the assignment of the Partnership Interest is hereby referred to as the “Assignment”).
Assignment of Partnership Interest. Each Assignor does hereby assign and transfer to the Agent for the benefit of the Lenders and acknowledges and agrees that the Agent for the benefit of the Lenders has and shall continue to have a security interest in (i) all right, title and interest of such Assignor, whether now owned or hereafter acquired in and to each partnership and limited liability company identified on Schedule A attached hereto and made a part hereof as such Schedule may from time to time be amended as hereinafter set forth, and each successor to each such partnership or limited liability company (such partnerships, limited liability companies and successors being hereinafter referred to collectively as the "Partnerships" and individually as a "Partnership"), (ii) all payments and distributions of whatever kind or character and whether in cash or other property at any time made, owing or payable to such Assignor from, in respect of or on account of its interests (whether now owned or hereafter acquired) in each of the Partnerships, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution of such Partnership, distributions representing the complete or partial redemption of such Assignor's interest in such Partnership or the complete or partial withdrawal of such Assignor from such Partnership, repayment of capital contributions, payment of management fees or commissions, or otherwise, and the right to receive, receipt for, use and enjoy all such payments and distributions, and all proceeds thereof, in every case whether now existing or hereafter acquired or arising, and (iii) all proceeds of any of the foregoing (all of the foregoing rights, interests, properties, and privileges assigned and in which a security interest is granted pursuant hereto being hereinafter collectively called the "Assigned Interests"). This pledge and assignment constitutes an assignment of the rights of each Assignor with respect to the Assigned Interests only and not an assignment of any duties or obligations any Assignor may have with regard to the management of, or the giving of advice to, the Partnerships. Notwithstanding anything herein to the contrary, the Agent and Lenders acknowledge that the Agent does not by reason of this assignment and pledge, and is not hereby granted the right, to become a substituted partner in place of the relevant Assignor.
Assignment of Partnership Interest. Consumer Services LP assigns its 1% general partnership interest to SM Clean.
