Limited Partners’ Interest Sample Clauses

Limited Partners’ Interest. The Partnership Interest of a Limited Partner.
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Limited Partners’ Interest. Each of the Limited Partners, except as provided in this Article V, shall not sell, transfer, encumber or otherwise dispose by operation of law or otherwise of the whole or any part of his or her interest in the Partnership except by written instrument satisfactory in form to the General Partners, accompanied by such assurance of the genuineness and effectiveness of each such signature and the obtaining of any federal and/or state government approval, if any, as may be reasonably required by the General Partners. No less than a minimum of 25 Units (10 for certain fiduciaries) may be transferred. No assignment shall be valid or effective unless in compliance with the conditions herein contained.
Limited Partners’ Interest. Except as specifically provided in this Article XVII, none of the Limited Partners shall sell, transfer, encumber or otherwise dispose of, by operation of law or otherwise, all or any part of his or its interest in the Partnership. No assignment shall be valid or effective unless in compliance with the conditions contained in this Agreement, and any unauthorized transfer or assignment shall be void ab initio.
Limited Partners’ Interest. Each of the Limited Partners, except as provided in this Article V, shall not sell, transfer, encumber, or otherwise dispose by operation of law or otherwise of the whole or any part of its interest in the Partnership except by written instrument satisfactory in form to the General Partner(s), accompanied by such assurance of the genuineness and effectiveness of each such signature and the obtaining or any federal and/or governmental approval, if any, as may be reasonably required by the General Partner(s). A minimum of twenty (20) Units may be transferred, except for XXX or Xxxxx plans, and except for transfers by gift or inheritance, intrafamily transfers, family dissolutions, and transfers to affiliates. No assignment shall be valid or effective unless in compliance with the conditions contained herein.
Limited Partners’ Interest. (a) A Limited Partner may transfer, assign, pledge, hypothecate or otherwise dispose (hereinafter sometimes referred to as a "Transfer") of all or part of his interest in the Partnership to a person or entity (hereinafter sometimes referred to as an "Assignee") only if such Transfer is made in accordance with the provisions of this Article, provided however, that in no event shall any Limited Partner be relieved of his responsibilities hereunder without the prior written consent of the General Partner. Any purported Transfer in violation of the provisions of this Article shall be null and void and the non-transferring Partners, or any of them, in addition to any other remedies available under this Agreement and at law, in equity and otherwise, may seek to enjoin such Transfer and the transferring Partner, or his legal representatives, agrees to submit to the jurisdiction of any court of equity in the State of Pennsylvania and to be bound by any order of such court enjoining such purported Transfer. In the event of any such permitted Transfer, the Assignee shall be entitled to receive the allocations and distributions to which the Limited Partner from whom such interest was acquired (hereinafter sometimes referred to as the "Assignor") would have been entitled and shall be required to make the capital contributions, if any, which the Assignor would have been required to make hereunder. Unless the provisions of Section 7.4 are complied with, an Assignee shall not become or have the rights of "substituted limited partner" as that term is used in the Act, but shall only have the rights of an "assignee" as set forth therein and herein.

Related to Limited Partners’ Interest

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • General Partnership Interest A number of Partnership Units held by the General Partner equal to one percent (1%) of all outstanding Partnership Units shall be deemed to be the General Partner Partnership Units and shall be the General Partnership Interest. All other Partnership Units held by the General Partner shall be Limited Partnership Interests and shall be held by the General Partner in its capacity as a Limited Partner in the Partnership.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Limited Partners The Limited Partners shall not participate in the general conduct or control of the Partnership’s affairs and shall have no right or authority to act for or to bind the Partnership. The Limited Partners shall not be required to assume, endorse or guarantee any liabilities of the Partnership.

  • Substituted Limited Partners A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his or her place (including any transferee permitted by Section 11.3). The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Nature of Limited Partner Interests All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware Act.

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