Limited Partner Transfer Sample Clauses
The Limited Partner Transfer clause governs the conditions under which a limited partner in a partnership or fund may transfer their ownership interest to another party. Typically, this clause outlines any required consents from the general partner or other limited partners, and may specify restrictions such as prohibiting transfers to competitors or non-qualified investors. Its core function is to maintain control over the partnership’s ownership structure, ensuring stability and compliance with regulatory or strategic requirements.
Limited Partner Transfer. (i) No Limited Partner shall Transfer all or any of its Units or its interest in the Partnership (or any economic interest therein), and no Transfer shall be registered by the Partnership without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion.
(ii) As a condition to any Transfer by a Limited Partner of all or any part of its Units or its interest in the Partnership (or any economic interest therein), the transferor and the transferee shall provide such legal opinions, documentation, and agreements as the General Partner may reasonably request (including representations, undertakings, and agreements to be bound by the terms and conditions of this Agreement, and, unless waived by the General Partner, an opinion of counsel satisfactory to the General Partner that such Transfer is exempt from registration under the Federal Act, will not cause the Partnership to be an “investment company” within the meaning of the Investment Company Act of 1940, and will not otherwise violate applicable Federal, state, or foreign law).
(iii) Any substituted Limited Partner admitted to the Partnership shall succeed to all rights and be subject to all obligations of the transferring Limited Partner with respect to the interest to which such Limited Partner was substituted. Any transferee of an interest in the Partnership who is not admitted as a substituted Limited Partner shall have the right to receive allocations pursuant to Section 3 and distributions pursuant to Section 4, but shall have no other rights hereunder.
(iv) The transferor and transferee of a Limited Partner’s interest in the Partnership shall be jointly and severally obligated to reimburse the Partnership and the General Partner for all expenses (including legal fees) incurred by or on behalf of the Partnership and the General Partner in connection with any Transfer. If, under applicable law, a Transfer of an interest in the Partnership that does not comply with this Section 9.1(b) is nevertheless legally effective, the transferor and transferee shall be jointly and severally liable to the Partnership, the General Partner, and each other Limited Partner for, and shall indemnify and hold harmless the Partnership, the General Partner, and each other Limited Partner against, any losses, damages, or expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred ...
Limited Partner Transfer. No Limited Partner may assign, pledge or otherwise grant a security interest in the Limited Partner’s interest in the Partnership or in this Agreement, except:
(i) by operation of law;
(ii) to a receiver or trustee in bankruptcy for that Partner; or
(iii) with the prior written consent of the General Partner (which consent may be withheld in the reasonable discretion of the General Partner); provided in each instance: (A) the proposed transferee assumes all the obligations of the original Limited Partner; (B) the General Partner has no reasonable belief that admitting the proposed transferee as a Limited Partner would be harmful to the Partnership or any Partner; (C) the proposed transfer would not, in the opinion of the Partnership’s counsel, create a material risk of subjecting the Partnership or any Partner to any governmental regulation or require any registration which the General Partner believes to be significant; (D) each transferee agrees to become and assume the obligations of a Limited Partner pursuant to this Agreement on terms and conditions acceptable to the SBA and the General Partner; and (E) SBA shall have given its consent if such consent is required by the SBIC Act.
Limited Partner Transfer. The Original Class A1 Limited Partner and the Original Class A2 Limited Partner, and (when admitted) the Original Class B Limited Partner may each Transfer all or any portion of such Partner’s Partnership Interest to any of the Original Class A1 Limited Partner, the Original Class A2 Limited Partner or (when admitted) the Original Class B Limited Partner without obtaining any consent from any other Partner.