C-E and Section 11 Sample Clauses

C-E and Section 11. 6, and the General Partner may require, as a condition to any such Transfer, reasonable assurances that no such violation has occurred. It is a condition to any transfer otherwise permitted hereunder (excluding pledges of a Partnership Interest, but including any transfer of the pledged Partnership Interest, whether to the secured party or otherwise, pursuant to the secured party’s exercise of its remedies under such pledge or the related loan or extension of credit) that (i) the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, (ii) no such Transfer (other than a Transfer to a Permitted Transferee, a Transfer to a Qualified Transferee or a Transfer pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its reasonable discretion, and (iii) such Transfer is effective as of the first day of a fiscal quarter of the Partnership. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take the Transferred Partnership Interest subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have rights hereunder, other than the rights of an Assignee as provided in Section 11.5.
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Related to C-E and Section 11

  • and Section 2 8. The determination by the applicable Lender of the amount of any such loss, cost or expense shall be conclusive absent manifest error.

  • and Section 3 11. Subject to the foregoing, the Manager may cause the Company to issue additional Common Units authorized under this Agreement at such times and upon such terms as the Manager shall determine and the Manager shall amend this Agreement as necessary in connection with the issuance of additional Common Units and admission of additional Members under this Section 3.04 without the requirement of any consent or acknowledgement of any other Member.

  • and Section 7 4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.

  • Headings and Sections The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. Unless the context requires otherwise, all references in this Agreement to Sections or Articles shall be deemed to mean and refer to Sections or Articles of this Agreement.

  • Headings and Section References The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Section references are to this Agreement unless otherwise specified.