Common use of Limited Partner Transfer Clause in Contracts

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. 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 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.