Partnership Interest Transferred Sample Clauses

Partnership Interest Transferred. Following the date of ---------------------------------- transfer by a Partner of all of its interest, the transferor shall have no further interest in the Partnership nor shall it be entitled to participate in the management of the Partnership or the operation of its properties. The assignment or other disposition by a Partner of all or part of its Partnership Share in the Partnership as permitted hereunder shall be deemed to assign and transfer to the assignee or transferee thereof a proportionate part of all Contribution Loans, Working Capital Loans and other obligations (including obligations under Section 3.5) owed by or to such transferor pursuant to the terms and provisions of this Agreement (which proportionate part shall be equal to the fractional share obtained by dividing the Partnership Share then transferred by the Partnership Share held immediately prior to such transfer). Without limiting any obligations which any transferee or transferor may have between themselves, upon compliance with all terms of this Agreement with respect to the transfer of its interest in the Partnership, a transferor which transfers its entire interest in the Partnership shall be relieved from liability for all obligations of the Partnership arising after the date of such transfer and compliance; provided that, no sale, transfer, mortgage, hypothecation or other disposition of a Partnership interest shall be deemed to relieve such transferor from any indebtedness, claim, obligation or liability of the Partnership (i) accruing or occurring prior to the date of such transfer and compliance, (ii) accruing or occurring subsequent to the date of such transfer pursuant to any contract, agreement or commitment made or entered into prior to the date of such transfer and compliance, or (iii) arising out of or attributable to the Partnership business or the ownership or operation by the Partnership or its successors in interest of any of the Partnership's properties or assets prior to the date of such transfer and compliance. Nothing in this Article XII shall operate or be deemed to release the transferor of all or any part of its obligations to the Partnership or any of its Partners that arose, occurred, accrued or are attributable to the period prior to such transfer.
Sample 1
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Related to Partnership Interest Transferred

  • 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.

  • 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.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • 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.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Issuances of Additional Partnership Interests (a) The Partnership may issue additional Partnership Interests (other than General Partner Interests) and Derivative Partnership Interests for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

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