Common use of General Partner; Transfer of General Partnership Interest Clause in Contracts

General Partner; Transfer of General Partnership Interest. In no event will the Partnership have more than one “general partner” (as that term is used in the Act). The General Partner has no right or obligation to make Capital Contributions, has no right to receive, and will not receive, any distributions under this Agreement (or otherwise from the Partnership or the Series) and has no right to receive, and will not receive, any allocation of Profits, Losses, or other items of income, gain, loss, deduction or credits of the Partnership under this Agreement (or otherwise from the Partnership or the Series). Except as required by applicable law, the General Partner agrees not to resign or withdraw from the Partnership. The General Partner may only Transfer or assign the General Partnership Interest if approved in writing by the TowerBrook Partners (so long as the Partnership holds any TowerBrook Allocable Securities) and the AS Partners (so long as the Partnership holds any Ascension Allocable Securities). Any attempted Transfer of the General Partnership Interest in violation of the preceding sentence shall be deemed null and void for all purposes. Subject in all events to the restrictions on any Transfer of the General Partnership Interest otherwise contained in this Section 4.7, no Transfer of the General Partnership Interest otherwise permitted by this Section 4.7 may be completed until the prospective transferee is admitted as the general partner of the Partnership by executing and delivering to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement as the general partner in such form as shall be reasonably acceptable to the Board, in which case the transferor (A) shall then cease to be the General Partner, and (B) shall then cease to possess or have the power to exercise any rights or powers of the General Partner of the Partnership.

General Partner; Transfer of General Partnership Interest. In no event will the Partnership have more than one “general partner” (as that term is used in the Delaware LP Act), and, as of the date hereof, such general partner is LCC Corporation. The General Partner (solely in its capacity as the General Partner) has no right or obligation to make Capital Contributions, has no right to receive, and will not receive, any distributions under this Agreement (or otherwise from the Partnership or the SeriesPartnership) and has no right to receive, and will not receive, any allocation of Profits, Losses, or other items of income, gain, loss, deduction or credits of the Partnership under this Agreement (or otherwise from the Partnership or the SeriesPartnership). Except as required by applicable law, the General Partner agrees not to resign or withdraw from the PartnershipPartnership except with the prior written approval of the LP Majority Holders. The General Partner may only Transfer transfer or assign the General Partnership Interest if approved in writing by the TowerBrook Partners (so long as the Partnership holds any TowerBrook Allocable Securities) and the AS Partners (so long as the Partnership holds any Ascension Allocable Securities)LP Majority Holders. Any attempted Transfer transfer or assignment of the General Partnership Interest in violation of the preceding sentence shall be deemed null and void for all purposes. Subject in all events to the restrictions on any Transfer transfer or assignment of the General Partnership Interest otherwise contained in this Section 4.74.8, no Transfer transfer or assignment of the General Partnership Interest otherwise permitted by this Section 4.7 4.8 may be completed until the prospective transferee is admitted as the general partner of the Partnership by executing and delivering to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement as the general partner in such form as shall be reasonably acceptable to the Board, in which case the transferor (A) shall then cease to be the General Partner, and (B) shall then cease to no longer possess or have the power to exercise any rights or powers of the General Partner of the Partnership.

General Partner; Transfer of General Partnership Interest. In no event will the Partnership have more than one “general partner” (as that term is used in the Delaware LP Act), and, as of the Effective Date, such general partner is JV GP. The General Partner has no right or obligation to make Capital Contributions, has no right to receive, and will not receive, any distributions under this Agreement (or otherwise from the Partnership or the SeriesPartnership) and has no right to receive, and will not receive, any allocation of Profits, Losses, or other items of income, gain, loss, deduction or credits of the Partnership under this Agreement (or otherwise from the Partnership or the SeriesPartnership). Except as required by applicable law, the General Partner agrees not to resign or withdraw from the PartnershipPartnership except in connection with an Approved Partnership Sale. The General Partner may only Transfer directly or indirectly transfer or assign the General Partnership Interest (i) if approved in writing by the TowerBrook Partners GP Board in accordance with Section 6.1 of the GP LLC Agreement and, if applicable, otherwise permitted pursuant to Section 3.4 of the GP LLC Agreement, or (so long as the ii) in connection with an Approved Partnership holds any TowerBrook Allocable Securities) and the AS Partners (so long as the Partnership holds any Ascension Allocable Securities)Sale. Any attempted Transfer transfer or assignment of the General Partnership Interest in whole or in part in violation of the preceding sentence shall be deemed null and void for all purposes. If an Approved Partnership Sale occurs, the General Partner hereby agrees to either (A) transfer and assign the General Partnership Interest to the applicable acquirer in connection with such Approved Partnership Sale, with no consideration being paid to the General Partner for such transfer and assignment of the General Partnership Interest to such applicable acquirer, or (B) withdraw as the General Partner (with no consideration being paid to the General Partner for such withdrawal) with the applicable acquirer appointing a new general partner of the Partnership as the General Partner. Subject in all events to the restrictions on any Transfer transfer or assignment of the General Partnership Interest otherwise contained in this Section 4.74.8, no Transfer transfer or assignment of the General Partnership Interest otherwise permitted by this Section 4.7 4.8 may be completed until the prospective transferee is admitted as the general partner of the Partnership by executing and delivering to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement as the general partner in such form as shall be reasonably acceptable to the BoardGeneral Partner, in which case the transferor (A) shall then cease to be the General Partner, and (B) shall then cease to no longer possess or have the power to exercise any rights or powers of the General Partner of the Partnership.

General Partner; Transfer of General Partnership Interest. In no event will the Partnership have more than one “general partner” (as that term is used in the Delaware LP Act), and, as of the date hereof, such general partner is LCFH GP. The General Partner has no right or obligation to make Capital Contributions, has no right to receive, and will not receive, any distributions under this Agreement (or otherwise from the Partnership or the SeriesPartnership) and has no right to receive, and will not receive, any allocation of Profits, Losses, or other items of income, gain, loss, deduction or credits of the Partnership under this Agreement (or otherwise from the Partnership or the SeriesPartnership). Except as required by applicable law, the General Partner agrees not to resign or withdraw from the PartnershipPartnership except in connection with an Approved Company Sale. The General Partner may only Transfer transfer or assign the General Partnership Interest (i) if approved in writing by the TowerBrook Partners (Board and, so long as Xxxxx Xxxxxx is the Chief Executive Officer of the Partnership holds or any TowerBrook Allocable Securitiesof its Subsidiaries, Xxxxx Xxxxxx or (ii) and the AS Partners (so long as the Partnership holds any Ascension Allocable Securities)in connection with an Approved Company Sale. Any attempted Transfer transfer or assignment of the General Partnership Interest in violation of the preceding sentence shall be deemed null and void for all purposes. If an Approved Company Sale occurs, the General Partner hereby agrees to either (A) transfer and assign the General Partnership Interest to the applicable acquirer in connection with such Approved Company Sale, with no consideration being paid to the General Partner for such transfer and assignment of the General Partnership Interest to such applicable acquirer or (B) withdraw as the General Partner (with no consideration being paid to the General Partner for such withdrawal) with the applicable acquirer appointing a new general partner of the Partnership as the General Partner. Subject in all events to the restrictions on any Transfer transfer or assignment of the General Partnership Interest otherwise contained in this Section 4.74.8, no Transfer transfer or assignment of the General Partnership Interest otherwise permitted by this Section 4.7 4.8 may be completed until the prospective transferee is admitted as the general partner of the Partnership by executing and delivering to the Partnership a written undertaking to be bound by the terms and conditions of this Agreement as the general partner in such form as shall be reasonably acceptable to the Board, in which case the transferor (A) shall then cease to be the General Partner, and (B) shall then cease to no longer possess or have the power to exercise any rights or powers of the General Partner of the Partnership.