General Conditions of Transfers Sample Clauses

General Conditions of Transfers. Every transfer, assignment or other disposition of all or any part of a Partner's Percentage Interest under any provision of this Agreement shall be conditioned upon its being effective only when the party receiving that Percentage Interest agrees in writing to be bound by this Agreement and to assume all obligations, liabilities and duties with respect to that Percentage Interest to which the prior holder was bound and that the transfer, assignment or other disposition shall be conditioned in the case of a transfer to an Affiliate that the transferor shall remain responsible, as a guarantor, for compliance by the transferee with the requirements of this Agreement.
Sample 1
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General Conditions of Transfers. Every transfer, assignment or other disposition of all or any part of a Partner's Ownership Interest under any provision of this Agreement shall be conditioned upon its being effective only when (i) the party receiving that Ownership Interest agrees in writing to be bound by this Agreement and to assume all obligations, liabilities and duties with respect to that Ownership Interest to which the prior holder was bound, mutatis mutandis, and that the transfer, assignment or other disposition shall not cause or create any right on the part of any Person to cause a winding up or dissolution of the Partnership that is inconsistent with the provisions of this Agreement or cause the termination of the Partnership for federal income tax purposes and (ii) a true copy of the document or instrument evidencing the transfer of all or any part of such Partner's Ownership Interest, certified as such by a duly authorized representative of the transferring Partner, is furnished to the Operator (a copy of which will be furnished to each Partner upon written request).
Sample 1
General Conditions of Transfers. Every Disposition of all or any part of a Partner’s Partnership Interest under any provision of this Agreement shall be conditioned upon it being effective only when (i) the party receiving such Partnership Interest agrees in writing to be bound by this Agreement and to assume all obligations, Liabilities and duties with respect to that Partnership Interest to which the prior holder was bound and that the Disposition shall not cause or create any right on the part of any Person to cause a winding up or dissolution of the Partnership that is inconsistent with the provisions of this Agreement and (ii) a true copy of the document or instrument evidencing the Disposition of all or any part of such Partner’s Partnership Interest, certified as such by a duly authorized representative of the Disposing Partner, is furnished to the Partnership (a copy of which will be furnished to each Partner upon written request).
Sample 1

Related to General Conditions of Transfers

  • Conditions of Transfer Any Transfer of the Leased Property permitted by Section 15.1 shall be subject to the prior or simultaneous satisfaction of the following conditions:

  • Effect of Transfers Upon any Transfer approved by the Board of Managers, the transferee of the transferred Membership Interest shall be entitled to receive the distributions and allocations to which the transferring Member would be entitled with respect to such transferred Membership Interest, but shall not be entitled to exercise any of the other rights of a Member with respect to such transferred Membership Interest, including, without limitation, the right to vote, unless and until such transferee is admitted to the Company as a Substituted Member pursuant to Section 11.5.

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • Limitation of Transactions Subordination 16 SECTION 6.1

  • General Conditions (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Effect of Transfer If Landlord consents to a Transfer, (i) the terms and conditions of this Lease shall in no way be deemed to have been waived or modified, (ii) such consent shall not be deemed consent to any further Transfer by either Tenant or a Transferee, (iii) Tenant shall deliver to Landlord, promptly after execution, an original executed copy of all documentation pertaining to the Transfer in form reasonably acceptable to Landlord, (iv) Tenant shall furnish upon Landlord’s request a complete statement, certified by an independent certified public accountant, or Tenant’s chief financial officer, setting forth in detail the computation of any Transfer Premium Tenant has derived and shall derive from such Transfer, and (v) no Transfer relating to this Lease or agreement entered into with respect thereto, whether with or without Landlord’s consent, shall relieve Tenant or any guarantor of the Lease from any liability under this Lease, including, without limitation, in connection with the Subject Space. Landlord or its authorized representatives shall have the right at all reasonable times to audit the books, records and papers of Tenant relating to any Transfer, and shall have the right to make copies thereof. If the Transfer Premium respecting any Transfer shall be found understated, Tenant shall, within thirty (30) days after demand, pay the deficiency, and if understated by more than two percent (2%), Tenant shall pay Landlord’s costs of such audit.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

  • CONDITIONS OF LIMITATION 25.01 To the extent permitted by applicable law this Lease and the term and estate hereby granted are subject to the limitation that whenever Tenant shall make an assignment of all or substantially all of the property of Tenant for the benefit of creditors, or shall file a voluntary petition under any bankruptcy or insolvency law, or an involuntary petition alleging an act of bankruptcy or insolvency shall be filed against Tenant under any bankruptcy or insolvency law, or whenever a petition shall be filed against Tenant under the reorganization provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a petition shall be filed by Tenant under the arrangement provisions of the United States Bankruptcy Act or under the provisions of any law of like import, or whenever a permanent receiver of Tenant or of or for the property of Tenant shall be appointed, then, Landlord, (a) at any time after receipt of notice of the occurrence of any such event, or (b) if such event occurs without the acquiescence of Tenant, at any time after the event continues unstayed for ninety (90) days, Landlord may give Tenant a notice of intention to end the term of this Lease at the expiration of five (5) days from the date of service of such notice of intention, and upon the expiration of said five (5) day period this Lease and the term and estate hereby granted, whether or not the term shall theretofore have commenced, shall terminate with the same effect as if that day were the Expiration Date, but Tenant shall remain liable for damages as provided in Article 27.

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