Requirement for Transfer. Except as otherwise provided in Sections 11.2(b), 11.3 and 11.4, a Limited Partner or the transferee of a Limited Partner may transfer all or part of his Interests, provided, unless otherwise consented to by the General Partner, (i) that the transferee, if an individual, is at least 21 years of age, (ii) that the transferee executes an instrument reasonably satisfactory to the General Partner accepting and adopting the provisions and agreements set forth herein, and (iii) the General Partner shall consent to such Transfer, which consent may be given or withheld in the General Partner' sole discretion, provided, however, that such consent shall be withheld if the transferor Limited Partner (other than a transferor Limited Partner who is also a General Partner) does not obtain a legal opinion, acceptable to counsel for the Partnership, that (1) such Transfer would not result in the close of the Partnership's taxable year with respect to all Partners, impair the ability of the Partnership to be taxed as a partnership, cause the termination of the Partnership within the meaning of Section 708(b) of the Code, or cause the termination of its status as a partnership under the Code, and (2) such Transfer does not violate any provision of any Federal or state securities law.
Requirement for Transfer. Except as otherwise provided in this Agreement, a Member or the transferee of a Member may Transfer all or part of his Membership Interest only with the consent of the other Members, provided that, unless otherwise consented to by the Manager(s), (i) the transferee, if an individual, is at least 21 years of age, (ii) the transferee executes an instrument reasonably satisfactory to the Manager(s) accepting and adopting the provisions and agreements set forth herein, and (iii) the Manager(s) shall consent to such Transfer, which consent may be given or withheld in the Manager(s)'s sole discretion; provided, further, that such consent shall be withheld if the transferor Member does not obtain a legal opinion, acceptable to counsel for the Company, that (1) such Transfer would not result in the close of the Company's taxable year with respect to all Members, impair the ability of the Company to be taxed as a partnership, cause the termination of the Company within the meaning of Section 708(b) of the Code, or cause the termination of its status as a partnership under the Code, and (2) such Transfer does not violate any provision of any Federal or state securities law. The foregoing transfer restrictions shall not apply to the assignment and transfer of all of the issued and outstanding Membership Interests in the Company to Impac or an Affiliate thereof pursuant to the Buyout Agreement.
Requirement for Transfer. The Limited Partner shall have no right, without the prior written consent of the Management Committee, which may be granted or withheld in its sole discretion and which need not be exercised in a reasonable manner to Transfer its Interest or to substitute a new person or entity as a limited partner in its stead. Subject to any restrictions on transferability required by law or contained in this Agreement, any Transfer or assignment to which the Management Committee shall consent must be effected through a written instrument, in a form acceptable to the Management Committee. No consent to a Transfer given by the Management Committee shall be deemed or considered a release or novation of the transfer or as to any obligations of the transferor to the Partnership arising under this Agreement otherwise.
Requirement for Transfer. In the event that Tenant proposes any Transfer of the Demised Premises or the Lease, whether by assignment, subletting or otherwise (each a “Transfer”) Tenant shall notify Landlord in writing by certified mail at least sixty (60) days before the date on which the Transfer is to be effective and include with such notice (a) the name of the entity receiving a Transfer (the “Transferee”); (b) a detailed description of the business of the Transferee; (c) audited financial statements of the Transferee; (d) all written agreements governing the Transfer; (e) any information reasonably requested by Landlord with respect to the Transfer or the Transferee; and (f) a review and administration fee of Three Thousand and No/100 Dollars ($3,000.00). No such consent by Landlord to the proposed Transfer, and no such transfer, assignment or sublease shall relieve Tenant of its obligations under this Lease.
Requirement for Transfer. In the event that Tenant proposes any Transfer, Tenant shall request Landlord's approval in writing at least thirty (30) days before the date on which the Transfer is to be effective and include with such notice (a) the name of the entity receiving a Transfer (the “Transferee”); (b) a detailed description of the business of the Transferee; (c) certified financial statements of the Transferee; (d) all written agreements governing the Transfer; (e) any information reasonably requested by Landlord with respect to the Transfer or the Transferee; and (f) a review and administration fee of Two Thousand and No/100 Dollars ($2,000.00). No such consent by Landlord to the proposed Transfer, and no such Transfer shall relieve Tenant of its obligations under this Lease. From and after a Transfer of this Lease, Landlord shall provide a copy of any notices of default thereafter given to a Transferee to the original named Tenant, and Landlord shall permit the original named Tenant to cure such default within the applicable cure period (it being understood that as to the original named Tenant, such cure period shall commence upon delivery of a copy of the default notice to such original named Tenant, provided that Tenant shall not have any additional time for such cure as a result thereof).
Requirement for Transfer. Except as otherwise provided in this Agreement, a Member or the transferee of a Member may Transfer all or part of his Membership Interest only with the consent of the other Members, provided that, unless otherwise consented to by the Manager, (i) the transferee, if an individual, is at least 21 years of age, (ii) the transferee executes an instrument reasonably satisfactory to the Manager accepting and adopting the provisions and agreements set forth herein, and (iii) the Manager shall consent to such Transfer, which consent may be given or withheld in the Manager's sole discretion; provided, further, that such consent shall be withheld if the transferor Member does not obtain a legal opinion, acceptable to counsel for the Company, that (1) such Transfer would not result in the close of the Company's taxable year with respect to all Members, impair the ability of the Company to be taxed as a partnership, cause the termination of the Company within the meaning of Section 708(b) of the Code, or cause the termination of its status as a partnership under the Code, and (2) such Transfer does not violate any provision of any Federal or state securities law.
