Redemption of Limited Partnership Interests Sample Clauses

Redemption of Limited Partnership Interests. Any Partner (a "Redeeming Partner") may, at any time and upon written notice to the General Partner, request that the Partnership distribute to such Partner non-cash assets of the Partnership with a value not to exceed the lesser of (a) such Partner's pro rata portion, based on its relative Percentage Interest, of the Net Value of the Partnership Assets, or (b) the amount of such Partner's Capital Account, each as determined at the time of such distribution. Any distribution under this Section 6.02 shall be made only upon the consent of the General Partner, which consent shall not be unreasonably withheld. Unless the General Partner's consent is withheld, within a reasonable period following the receipt of written notice from the Redeeming Partner the General Partner shall cause the Partnership to distribute to the Redeeming Partner assets with a Net Value requested by the Redeeming Partner subject to the restrictions set forth herein. The General Partner shall observe all applicable restrictions on the transfer of such assets and shall withhold its consent to a distribution of such assets if such distribution would be prohibited under any applicable transfer restriction. All costs and expenses, including, without limitation, reasonable brokers' and attorneys' fees, incurred in connection with the distribution of Partnership assets under this Section 6.02 shall be paid by the Redeeming Partner. Any distribution under this Section 6.02 shall constitute an Adjusting Event under Section 4.02(a) and the Percentage Interests of the Partners shall be adjusted in accordance therewith. In the event that a Redeeming Partner retains a portion of its interest in the Partnership after such distribution, the remaining portion of such Redeeming Partner's interest shall remain subject to the provisions of this Agreement. In the event that a Partner's entire Capital Account is redeemed pursuant to distributions under this Section 6.02, such Partner shall be deemed to withdraw from the Partnership as a Partner.
Sample 1
AutoNDA by SimpleDocs
Redemption of Limited Partnership Interests. 17.1 Each Limited Partner, other than the Trust, shall have the right to cause the Partnership to redeem all or a portion of its OP Units, at any time or from time to time, on the terms and subject to the conditions and restrictions contained in Exhibit E hereto (the "Rights of Redemption"). The Rights of Redemption may be exercised by any one or more of the Limited Partners, other than the Trust, on the terms and subject to the conditions and restrictions contained in Exhibit E hereto, upon delivery to the Partnership of an Exercise Notice in the form attached as Schedule 1 to Exhibit E, which notice shall specify the number of OP Units of such Limited Partner to be redeemed by the Partnership.
Sample 1

Related to Redemption of Limited Partnership Interests

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

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

  • 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.

  • 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.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • 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.

  • 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.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.

Time is Money Join Law Insider Premium to draft better contracts faster.