Common use of Satisfactory Written Transfer Required Clause in Contracts

Satisfactory Written Transfer Required. Notwithstanding anything to the contrary contained herein, the Partnership and the General Partner shall be entitled to treat the assignor of Partnership Units or rights attributable to the Partnership Units or any Limited Partner as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, until such time as a written Transfer that conforms to the requirements of this Article VIII has been received by and recorded on the books of the Partnership. Any purported sale, assignment, transfer or conveyance by any Partner (including any assignee thereof) of any interest in the Partnership not made strictly in accordance with the provisions of this Article VIII shall, to the fullest extent permitted by law, be entirely null and void ab initio. A Person acquiring an interest in the Partnership in connection with a Transfer permitted by this Article VIII may be admitted to the Partnership as a Limited Partner of the Partnership with the consent of the General Partner and upon such Person’s execution of an instrument evidencing such Person’s agreement to be bound by this Agreement. Any Partner admitted to the Partnership subsequent to a Transfer pursuant to this Article VIII shall succeed to all the rights and be subject to all the obligations of the transferring Partner hereunder in respect of the interest as to which it was substituted. The terms “Limited Partner,” “Limited Partners,” “General Partner” and “Partners” used in this Agreement, shall be deemed to apply to and include each substituted and additional Partner admitted to the Partnership pursuant to this Article VIII.

Appears in 4 contracts

Samples: Limited Partnership Agreement (Bumble Bee Capital Corp.), Limited Partnership Agreement (Bumble Bee Capital Corp.), Limited Partnership Agreement (Bumble Bee Capital Corp.)

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