Transfer of Interests of Limited Partners. (a) Each Limited Partner hereby agrees that he will not make or attempt to make any Transfer of his interest in the Partnership that will violate this Section 6.1. In the event of any attempted Transfer of any Limited Partner’s interest in the Partnership in violation of the provisions of this Section 6.1, without limiting any other rights of the Partnership, the General Partner in its sole discretion shall have the right to require the withdrawal of such Limited Partner from the Partnership as provided by Section 6.3(g).
(b) No Transfer of any Limited Partner’s interest in the Partnership, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Limited Partner, unless the prior written consent of the General Partner has been obtained, which consent may be denied in the General Partner’s sole discretion.
(c) No Transfer of any Limited Partner’s interest in the Partnership, whether voluntary or involuntary, shall be valid or effective unless the General Partner in its sole discretion determines, after consultation with legal counsel acting for the Partnership, that such Transfer will not:
(i) require registration of any interest in the Partnership under any securities laws of the United States of America, any state thereof, or any other jurisdiction;
(ii) subject the Partnership or the General Partner to a requirement to register under any securities or commodities laws of the United States of America, any state thereof, or any other jurisdiction;
(iii) result in a termination of the Partnership for U.S. federal income tax purposes under section 708(b)(1)(B) of the Code or cause the Partnership to be treated as a “publicly traded partnership” for U.S. federal income tax purposes under section 7704(b) of the Code;
(iv) violate or be inconsistent with any representation or warranty made by the transferring Limited Partner at the time the Limited Partner subscribed to purchase an interest in the Partnership.
(d) The transferring Limited Partner or his legal representative shall give the General Partner written notice before making any voluntary Transfer and after any involuntary Transfer and shall provide sufficient information to allow legal counsel acting for the Partnership to make the determination that the proposed Transfer will not result in any of the consequences referred to in clauses (i) through (iv) of Section 6.1(c) above. If an assignment, transfer or disposition occurs by reason of the death of ...
Transfer of Interests of Limited Partners. (a) Any Interest or portion of any Interest held by a Limited Partner may be Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Limited Partner; or (2) under certain limited instances set out in this Agreement, with the written consent of the General Partner (which may be withheld in the General Partner's sole and absolute discretion). Unless the Partnership consults with legal counsel to the Partnership and counsel confirms that the Transfer will not cause the Partnership to be treated as a "publicly traded partnership" taxable as a corporation, however, the General Partner may not consent to a Transfer unless the following conditions are met: (i) the Transferring Limited Partner has been a Limited Partner for at least six months; (ii) the proposed Transfer is to be made on the effective date of an offer by the Partnership to repurchase Interests; and (iii) the Transfer is (A) one in which the tax basis of the Interest in the hands of the transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferring Limited Partner (e.g., certain Transfers to affiliates, gifts and contributions to family entities), (B) to members of the Transferring Limited Partner's immediate family (siblings, spouse, parents and children), or (C) a distribution from a qualified retirement plan or an individual retirement account. In addition, the General Partner may not consent to a Transfer unless the Person to whom or which an Interest or portion of an Interest is Transferred (or each of the Person's equity owners if the Person is a "private investment company" as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a Person whom or which the General Partner believes is an "accredited investor" as defined in Regulation D under the 1933 Act and meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor provision of any of those rules, or is otherwise exempt from the requirements of those rules. In the event that other investor eligibility requirements are established by the Partnership, the Person to whom or which an Interest or portion of an Interest is Transferred must satisfy these other requirements. If any transferee does not meet the investor eligibility requirements described in this Section 4...
Transfer of Interests of Limited Partners. (a) No Transfer of any Limited Partner’s interest in the Partnership, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Limited Partner, unless the prior written consent of the General Partner has been obtained, which consent may be given or withheld by the General Partner in its discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 6.3 must also be satisfied.
Transfer of Interests of Limited Partners. (a) Any Interest or portion of any Interest held by a Limited Partner may be Transferred only (1) by operation of law pursuant to the death, bankruptcy, insolvency, adjudicated incompetence, or dissolution of the Limited Partner; or (2) with the written consent of the General Partner at the direction of the Board of Directors, which consent may be withheld in the sole discretion of the Board of Directors. Notwithstanding the foregoing, a proposed Transfer pursuant to a Limited Partner’s sale of all or a portion of its Interest prior to the 12 month anniversary of the date on which the Partnership enters into the Purchase and Sale Agreement to facilitate the Partnership Division may only be made following unanimous approval by the Directors and, thereafter, following approval by a majority of the Directors. In considering a request for consent to a proposed Transfer, the Partnership may consult with legal counsel to the Partnership to determine whether or not the Transfer would cause the Partnership to be treated as a “publicly traded partnership” taxable as a corporation. In addition, the General Partner may require that the Person to whom or which an Interest or portion of an Interest is Transferred (or each of the Person’s equity owners if the Person is a “private investment company” as defined in Rule 205-3(d)(3) under the Advisers Act, an investment company registered under the 1940 Act, or a business development company as defined under the Advisers Act) is a Person whom or which the General Partner believes is an “accredited investor” as defined in Regulation D under the 1933 Act and meets the requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or successor provision of any of those rules, or is otherwise exempt from the requirements of those rules. In the event that other investor eligibility requirements are established by the Partnership, the Person to whom or which an Interest or portion of an Interest is Transferred must satisfy these other requirements. Any permitted transferee will be entitled to the allocations and distributions allocable to the Interest or portion of an Interest so acquired and to Transfer the Interest or portion of an Interest in accordance with the terms of this Agreement, but will not be entitled to the other rights of a Limited Partner unless and until the transferee becomes a substituted Limited Partner. If a Limited Partner Transfers an Interest or portion of an Interest with the approval of the Gener...
Transfer of Interests of Limited Partners. (a) An Interest or portion thereof of a Limited Partner may be Transferred only (i) by operation of law pursuant to the death, bankruptcy, insolvency or dissolution of such Limited Partner or (ii) with the written consent of the Corporate General Partner (which consent may be withheld in its sole and absolute discretion) in connection with a Transfer to an entity that does not result in a change of beneficial ownership. In addition, the Corporate General Partner may not consent to a Transfer of an Interest or a portion thereof of a Limited Partner unless the person to whom such Interest is transferred (or each of such person's beneficial owners if such a person is a "private investment company" as defined in Rule 205-3(g)(2) under the Advisers Act) is a person whom the Corporate General Partner believes meets the requirements of paragraph (b)(1) of Rule 205-3 under the Advisers Act or if such person is a person whom the Corporate General Partner otherwise believes may be charged a performance fee in accordance with Section 205 of the Advisers Act. Any transferee which acquires an Interest by operation of law as the result of the death, bankruptcy, insolvency or dissolution of a Limited Partner or otherwise, shall be entitled to the allocations and distributions allocable to the Interest so acquired and to Transfer such Interest in accordance with the terms of this Agreement, but shall not be entitled to the other rights of a Limited Partner unless and until such transferee becomes a substituted Limited Partner. If a Limited Partner transfers an Interest or portion thereof with the approval of the Corporate General Partner, the Corporate General Partner, unless otherwise directed by the Individual General Partners, shall promptly take all necessary actions so that each transferee or successor to whom such Interest or portion thereof is transferred is admitted to the Partnership as a Limited Partner. -21- Each Limited Partner and transferee agrees to pay all expenses, including attorneys' and accountants' fees, incurred by the Partnership in connection with such Transfer. The Corporate General Partner may in its sole discretion waive the payment of such fees.
(b) Each Limited Partner shall indemnify and hold harmless the Partnership, the Individual General Partners, the Corporate General Partner, each other Limited Partner and any Affiliate of the foregoing against all losses, claims, damages, liabilities, costs and expenses (including legal or other expense...
Transfer of Interests of Limited Partners. The Partnership Interest of SMW LP may not be transferred except: (a) if the Limited Partner is a natural person, by act of law to his estate (for the benefit of an individual or other successor in interest) or to the heir or legatee of such deceased individual; (b) if the Limited Partner is not an individual, upon the adjudication of bankruptcy, dissolution or other cessation of its existence, to the authorized representative thereof for the purpose of effecting the winding up and disposition of the business of such entity; (c) to any other Person with the prior written consent of the General Partners, which consent may be withheld in the sole and absolute discretion of each such Partners, or (d) pursuant to the provisions of Section 11.7. Subject to the provisions of Sections 11.7 and 11.8, the Partnership Interests of LB LP, and any of its successors or assigns, may be transferred, in whole or in part, at the discretion of LB LP, or such successor or assign.
Transfer of Interests of Limited Partners. The Partnership Interest of a Limited Partner may not be transferred except (i) upon the adjudication of bankruptcy, dissolution, or other cessation of its existence, to the authorized representative thereof for the purpose of effecting the winding up and disposition of the business of such entity, or (ii) to any other Person with the prior written consent of the General Partner, which consent will be given only in the sole discretion of the General Partner.
Transfer of Interests of Limited Partners. No transfer or assignment of, or pledge of, or grant of a security interest in, any Limited Partner’s interest in the Partnership, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Limited Partner, unless the prior written consent of all Partners has been obtained, which consent may be granted or refused in each Partner’s sole discretion. Until approved by the Partners, any successor to the interest of a Limited Partner shall be entitled to the allocations and distributions attributable to such interest and to withdraw such interest as provided in Section 5.5 but shall not have any of the other rights of a Limited Partner.
Transfer of Interests of Limited Partners. The Partnership Interest of a Limited Partner may not be Transferred except (i) if the Limited Partner is a natural person, by act of law to his estate (for the benefit of an individual or other successor in interest) or to the heir or legatee of such deceased individual, (ii) if the Limited Partner is not an individual, upon the adjudication of Bankruptcy, dissolution, or other cessation of its existence, to the authorized representative thereof for the purpose of effecting the winding up and disposition of the business of such entity, or (iii) to any other Person with the prior written consent of the General Partner, which consent will be given only in the sole discretion of the General Partner. Notwithstanding the foregoing, Xxxxxx Xxxxx will be permitted to transfer its Partnership Interest to any of its Affiliates without the approval of any other Partner other than the General Partner.
Transfer of Interests of Limited Partners. 9.1. Transfers 37 9.2. Transfer by Limited Partners 38 9.3. Substitute Partner 39 9.4. Rights of First Offer on Transfers of Interests. 40 9.5. Involuntary Withdrawal by Partners 41 9.6. Termination of an Interest 41 10.1. Termination 42 10.2. Liquidation 42
