Transfer by Limited Partner. No voluntary assignments, transfers, hypothecation or encumbrance of the Limited Partner's interest or any portion thereof shall be permitted unless (i) the prior written consent of the General Partner is obtained, and (ii) said assignment, transfer, hypothecation or encumbrance, in the opinion of counsel satisfactory to the General Partner, complies with all applicable securities laws, and does not dissolve the Partnership under the Limited Partnership Act. The requirement of said opinion may be waived in the sole discretion of the General Partner. Any such transfer, assignment, hypothecation or encumbrance of the Limited Partner's interest shall not require the dissolution, winding up and liquidation of the Partnership. Except to the extent otherwise specified in any such assignment, an assignee of any interest in the Partnership shall be entitled to receive allocations of profits or losses, including all items of income, gain, loss, deduction, and credit thereof, and distributions of cash or other property attributable to the assigned interest from and after the date on which such assignment is treated to have occurred under this Agreement. No assignee of all or any part of the Limited Partner's interest shall become a substituted Limited Partner with respect to such interest unless the General Partner shall consent thereto in writing, such consent to be in the sole discretion of the General Partner. A person who acquires an interest in the Partnership but who is not admitted as a substituted Limited Partner pursuant to this Section 5.2 shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books and records of the Partnership, and shall not have any of the rights, including but not limited to the right to vote, of a General Partner or a Limited Partner under the Limited Partnership Act or this Agreement. Accordingly, with respect to such rights, including but not limited to the right to vote, a Limited Partner shall be treated for purposes of this Agreement as the owner of any interest assigned by him with respect to which the assignee has not become a substituted Limited Partner.
Transfer by Limited Partner. No Limited Partner, owner of any beneficial ownership interest in any Limited Partner, nor any Assignee (as hereinafter defined) may, absent the prior written consent of the General Partner, which consent may be withheld for any reason or no reason, cause or permit a Transfer. Without such written consent of the General Partner, any transferee of a Limited Partner (an “Assignee”) shall not be entitled to become a substitute Limited Partner and upon any transfer to, or foreclosure or other realization of, any Partnership Interest by an Assignee, such Assignee shall only be entitled to receive any distributions payable with respect to the Units which were the subject of such Transfer and shall not be entitled to consent or vote on any matter requiring the consent or approval of the Partners (or any of them). The transferring Limited Partner will remain a Partner even if it has transferred all of its Units to one or more Assignee(s) until such time as the Assignee(s) is admitted to the Partnership as a Limited Partner in accordance with the terms of Section 9.2 below.
Transfer by Limited Partner. No Limited Partner shall Transfer all or any part of its interest in the Limited Partnership to any Person without the unanimous prior approval of all the Limited Partners, such approval which may be withheld by each Limited Partner in their sole and absolute discretion. No Transfer of a Limited Partner's interest in the Limited Partnership shall be effective unless:
(a) except where the transferee is already a Limited Partner, the transferee has executed a counterpart of this Agreement or otherwise agrees to be bound by the terms of this Agreement by executing an agreement in form and substance satisfactory to the General Partner (or for clarity, such amended form of this Agreement as is required to account for the transferee becoming a Limited Partner); and
(b) the relevant requirements of the Partnership Act, including the filing of a declaration, have been complied with.
Transfer by Limited Partner. (a) No Limited Partner shall, directly or indirectly, sell, assign, pledge, mortgage, or otherwise dispose of or transfer (including by way of a synthetic transfer, total return swap or structured transaction designed to provide another party with economic exposure to the Partnership’s investments) its interest in the Partnership without the prior written consent of the General Partner. Notwithstanding the foregoing, after delivery of the opinion of counsel hereinafter required by this Article 9 (or the waiver by the General Partner of such opinion requirement), a Limited Partner may sell, assign, pledge, mortgage, or otherwise dispose of or transfer its interest in the Partnership without such consent (i) to any creditworthy entity directly or indirectly holding eighty percent (80%) or more of the ownership interests of the Limited Partner (including profits or other economic interests) (a “Parent Entity”) or any entity of which eighty percent (80%) or more of the beneficial ownership (including profits or other economic interests) are held directly or indirectly by such Parent Entity, or any entity of which the Limited Partner holds, directly or indirectly, eighty percent (80%) or more of the beneficial ownership (including profits or other economic interests); (ii) pursuant to a merger, consolidation, business combination, plan of reorganization, sale or pledge of, or other general encumbrance on all or substantially all of the Limited Partner’s assets; (iii) as may be required by any law or regulation; (iv) by testamentary disposition or intestate succession, or (v) to a creditworthy trust, profit sharing plan or other entity controlled by, or for the benefit of, such Limited Partner or one or more family members. A change in any trustee or fiduciary of a Limited Partner shall not be considered to be a transfer, sale, assignment, mortgage, pledge or other disposition under this paragraph 9.4, provided written notice of such change is given to the General Partner within a reasonable period of time after the effective date thereof. The General Partner reserves the right to require any transferring or transferee Partner to bear any expenses associated with a proposed transfer (whether or not ultimately consummated) and any tax reporting and preparation costs resulting from such Partner’s transfer (including, without limitation, expenses related to effecting adjustments to the basis of Partnership property required as a result of such transfer).
(b) Each L...
Transfer by Limited Partner. No Person will make or suffer any transfer of all or any part of a Limited Partner interest, whether now owned or hereafter acquired, except with the prior written consent of the General Partner. The consent shall not be unreasonably withheld if the transfer is either to an affiliate or to a member of the family of the transferor and Section 10.4 is complied with.
Transfer by Limited Partner. (a) Except as otherwise provided in this Article X, no Limited Partner shall transfer any portion of its Partnership Interest without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole discretion. Any transfer or purported transfer of a Partnership Interest which is not permitted pursuant to this Agreement shall be void and shall not bind or be recognized by the Partnership; for purposes of this Agreement, until such time as the books and records of the Partnership maintained by the General Partner reflect a purported transferee as the holder of a Partnership Interest, the Partnership and the General Partner shall recognize the purported transferor as continuing to be the owner of the interest transferred or purported to be transferred.
(b) Without limiting the generality of the General Partner's authority under Section 10.2(a) to withhold consent to the transfer of any Partnership Interest, the General Partner shall not consent to any such transfer unless all of the following conditions are satisfied:
(i) The transfer shall comply with all applicable laws, including any applicable securities laws.
(ii) The transfer shall not affect the Partnership's existence or qualification as a limited partnership under the Act.
(iii) The transfer shall not cause the Partnership to be classified as other than a partnership for United States federal income tax purposes.
(iv) The transfer shall not result in a termination of the Partnership under Code Section 708, unless the General Partner determines that any such termination will not have a material adverse impact on the Partners.
(v) The transfer shall not cause the application of the tax-exempt use property rules of Code Sections 168(g)(l) (B) and 168 (h) to the Partnership or its Partners.
(vi) The transferor shall pay the Partnership a transfer fee in an amount established by the General Partner to pay the Partnership's reasonable expenses in connection with the transfer.
Transfer by Limited Partner. The Limited Partner shall not sell, transfer or exchange, ("Transfer"), all or any portion of the Limited Partner's Partnership Interest without the prior written consent of the General Partner and compliance with the following terms and conditions:
(a) The Limited Partner ("Selling Partner") shall, after receipt of a bona fide offer to purchase or exchange, which the Limited Partner intends to accept, have the right to Transfer all or a portion of such Limited Partner's Partnership Interest, but only after first offering, in writing, to sell such Partnership Interest to the General Partner. Such written offer shall be upon all of the same terms and conditions as the aforesaid bona fide offer to purchase; and the General Partner shall have the option, ("First Option") for a period of thirty (30) days after receipt of such written offer, to purchase such interest upon the same terms and conditions as the bona fide offer. In the event that the General Partner shall decline to exercise the First Option, then the Selling Partner shall offer in writing to sell such Partnership Interest pro rata to all the Partners (General and Limited), unless there are no Limited Partners other than Selling Partner. The offer shall be upon all the same terms and conditions as the bona fide offer to purchase; and the Partners shall have a second option ("Second Option") for a period of fifteen (15) days after the expiration of the First Option to purchase such Partnership Interest. In the event one or more of the Partners decline to exercise the Second Option, then the remaining Partners exercising the Second Option ("Purchasing Partners") shall have a third option ("Third Option") for a period of five (5) business days after the expiration of the Second Option to acquire the pro rata share of the declining Partners in equal proportions or as the Purchasing Partners shall otherwise agree. In the event the entire Partnership Interest of the Selling Partner subject to the bona fide offer to purchase is not purchased by the exercise of the foregoing options, the Selling Partner shall have the right to proceed with the Transfer pursuant to the bona fide offer to purchase; provided the Transfer is completed within ninety (90) days after the expiration of the Third Option. Failure to complete the sale or Transfer within
(b) In the event of a Transfer pursuant to the provisions of this Section 10.2, the purchaser, transferee or exchanging party ("Transferee"), shall execute, with the ...
Transfer by Limited Partner. No Limited Partner shall sell, assign, pledge, mortgage, or otherwise dispose of or transfer its interest in the Partnership, directly or indirectly, without the prior written consent of the General Partner, whose consent may be granted or denied in the sole discretion of
(a) to any entity directly or indirectly holding eighty percent (80%) or more of the ownership interests of the Limited Partner (including profits or other economic interests) or any entity of which eighty percent (80%) or more of the beneficial ownership (including profits or other economic interests) are held directly or indirectly by such entity, including any entity of which the Limited Partner holds, directly or indirectly, eighty percent (80%) or more of the beneficial ownership (including profits or other economic interests),
(b) pursuant to a merger, plan of reorganization, sale or pledge of, or other general encumbrance on all or substantially all of the Limited Partner’s assets, (c) as may be required by any law or regulation, (d) by testamentary disposition or intestate succession, (e) to a trust, profit sharing plan or other entity controlled by, or for the benefit of, such Limited Partner or one or more of its family members or (f) during the six
Transfer by Limited Partner. No person shall make or suffer any Transfer of all or any part of a Limited Partner Partnership Interest, whether now owned or hereafter acquired, except with the prior written consent of the General Partner and CGI or as a result of death, disability, or divorce (to the extent the spouse of the person who owns such Limited Partner Partnership Interest has a community interest in or other entitlement thereto).
Transfer by Limited Partner
