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 a Limited Partner or assignee, the notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee. The notice must be supported by proof of legal authority and valid assignment acceptable to the General Partner in its sole discretion. (e) In the event any Transfer permitted by this Section 6.1 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had pursuant to the provisions of this Agreement. (f) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion). A transferring Limited Partner will remain liable to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made to the transferring Limited Partner until a written instrument of transfer has been received by the Partnership and recorded on its books and the effective date of the Transfer has passed. (g) Any other provision of this Agreement to the contrary notwithstanding, a transferee shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.1, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1. (h) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in the sole discretion of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections 734 or 743 of the Code. (i) The General Partner may, in its sole discretion, impose a charge on the transferor of an interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs to the Partnership of processing the Transfer of such interest, plus (ii) in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such time.
Appears in 2 contracts
Samples: Limited Partnership Agreement (American Physicians Capital Inc), Limited Partnership Agreement (American Physicians Capital Inc)
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 given or withheld by the General Partner’s Partner in its sole and absolute discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting and restrictive covenants), including, without limitation, his, her or involuntaryits right to receive distributions of Operating Profit; provided, shall be valid or effective unless that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through (iv) of Section 6.1(c) above. If an assignment, transfer or disposition occurs by reason require registration of the death Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ii) jeopardize the status of the Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to be paid to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by in the sole discretion of the General Partner Partner, provided that in its sole discretionrelation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner and their agreement to adhere to and be bound to this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 2 contracts
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.), Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
Transfer of Interests of Limited Partners. (a) Each Limited Partner hereby agrees that he will not make or attempt Subject to make any Transfer of his interest in compliance with 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 other provisions of this Section 6.16.2, without limiting a Limited Partner may Transfer to another person eligible to become a Limited Partner as determined by the General Partner, to any other rights of the Partnership, the General Limited Partner in its sole discretion shall have the right or to require the withdrawal any Related Party of such Limited Partner from the Partnership as provided by Section 6.3(g).
(b) all or any portion of such Limited Partner’s rights to share in and receive allocations and distributions associated with such Limited Partner’s Capital Investment Shares and Points. No other 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 withheld at the absolute discretion of the General Partner’s sole discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 6.2 must also be satisfied. Notwithstanding any other provision in this Agreement to the contrary, the General Partner shall be permitted, without any action or consent of any other Person being required, to Transfer all or any portion of its interest as the general partner of the Partnership to any Affiliate and, subject to Section 9.1, to amend this Agreement in any manner to effectuate such Transfer.
(cb) 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, determines that such Transfer transfer will not:
(i) require registration of the Partnership or any interest in the Partnership therein under any securities securities, investment company, investment advisory or commodities 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 Section 708(b)(1)(B) of the Code or cause jeopardize the status of the Partnership to be treated as a “publicly traded partnership” partnership for U.S. United States federal income tax purposes under section 7704(b) of the Code;purposes; or
(iviii) violate violate, or be inconsistent with cause the Partnership, the General Partner, the Fund GP or any representation or warranty made by the transferring Limited Partner at to violate, any applicable law or regulation of any jurisdiction or any provisions of this Agreement or the time the Limited Partner subscribed to purchase an interest in the Partnership.
(d) Fund Agreement. The transferring Limited Partner Partner, or his its legal representative representative, shall give the General Partner written notice before making any voluntary Transfer and within 30 days after any involuntary Transfer and shall provide sufficient information to allow the Partnership (or legal counsel acting for the Partnership 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 a Limited Partner or assignee, the notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee. The notice and transfer must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.2 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred Transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer Transfer until he it becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the consent of the General Partner (which consent may be withheld by the General Partner in its sole and absolute discretion). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a Supplemental Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a substituted Limited Partner and to be bound by all the terms of this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.2, the General Partner in its sole discretion may require the transferring Limited Partner to execute transferor and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Limited Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Limited Partner, the Partnership, in the sole and absolute discretion of the General Partner or the Designated Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections Section 734 or 743 of the Code.
(i) The General Partner may, in its sole discretion, impose a charge on the transferor of an interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs to the Partnership of processing the Transfer of such interest, plus (ii) in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such time.
Appears in 1 contract
Samples: Amended and Restated Agreement of Exempted Limited Partnership (Ares Management Lp)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary or involuntaryincluding, shall be valid or effective unless without limitation, with regard to vesting, restrictive covenants and the grant of shares); provided, that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and a substituted Limited Partner upon execution of a counterpart of this Agreement regardless or such other instrument evidencing, to the satisfaction of whether his transferee becomes the General Partner, such Limited Partner’s intent to become a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Side Letter Agreement (Apollo Global Management LLC)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting and Restrictive Covenants), including, without limitation, his, her or involuntaryits right to receive distributions of Operating Profit; provided, shall be valid or effective unless that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to be paid the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner Partner, provided that in its sole discretionrelation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner and its agreement to adhere to and be bound to this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become Except as otherwise provided in this Agreement, if a substituted Limited Partner transfers its entire interest in the Partnership pursuant to this Section 6.3, the transferor Limited Partner shall cease to be a limited partner of the Partnership and the transferee Limited Partner shall succeed simultaneously be deemed admitted to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1Partnership as a Limited Partner.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulation, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in its sole discretion, impose the Partnership. No Transfer of a charge partnership interest shall be effective until the Transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary or involuntaryincluding, shall be valid or effective unless without limitation, vesting); provided that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, provided that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and a substituted Limited Partner upon execution of a counterpart of this Agreement regardless or such other instrument evidencing, to the satisfaction of whether his transferee becomes the General Partner, such Limited Partner’s intent to become a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
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 No voluntary 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. In the event of any involuntary Transfer, unless the prior written consent all of the General Partner has been obtained, which consent may conditions of the remainder of this Section 6.3 must 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 satisfied. Any interest in the Partnership under any securities laws that is the subject of a Transfer that does not satisfy the United States requirements 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 this Section 6.3 shall be immediately forfeited 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 Partnershipno consideration.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through (iv) of Section 6.1(c) above. If an assignment, transfer or disposition occurs by reason require registration of the death Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ii) jeopardize the status of the Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionand such Transfer shall be subject to approval by the General Partner.
(ec) In the event If any Transfer permitted by this Section 6.1 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees whose names will be entered in the Register of Partners, to be designated to hold the legal title to the interest and to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.
(fd) Subsequent A transferee shall not be entitled to receipt any rights of a Limited Partner other than to the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner), an authorized . Such transferee shall be entitled admitted to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without upon compliance with the consent following additional conditions: (i) execution of a deed of adherence, in a form satisfactory to the General Partner, to this Agreement pursuant to which such transferee undertakes and agrees to become a Limited Partner of the General Partnership and to adhere to and be bound by the provisions of this Agreement on admission as a Limited Partner and (which consent ii) the transferee shall have withheld any amounts required to be withheld under Section 1446(f) of the Code and provided such forms, certifications or other documentation as may be withheld requested by the General Partner in its sole discretion). A transferring Limited Partner will remain liable to determine that the Partnership as provided under applicable law transferor and this Agreement regardless transferee have complied with Section 1446(f) of whether his transferee becomes a substituted Limited Partnerthe Code and any similar provision of U.S. state, local or non-U.S. law. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections Section 734 or 743 of the Code.
(ig) The Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in the Partnership. No Transfer of a partnership interest shall be effective until the Transfer of the partnership interest is registered by the General Partner may, in its sole discretion, impose a charge on the transferor Register of an Partners.
(h) Any Limited Partner which shall Transfer all of its interest in the Partnership in an amount equal shall cease to the sum of (i) the actual or estimated costs be a Limited Partner; provided that such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Apollo Global Management, Inc.)
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 No voluntary 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. In the event of any involuntary Transfer, unless the prior written consent all of the General Partner has been obtained, which consent may conditions of the remainder of this Section 6.3 must 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 satisfied. Any interest in the Partnership under any securities laws that is the subject of a Transfer that does not satisfy the United States requirements 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 this Section 6.3 shall be immediately forfeited 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 Partnershipno consideration.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionand such Transfer shall be subject to approval by the General Partner.
(ec) In the event If any Transfer permitted by this Section 6.1 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees whose names will be entered in the Register of Partners, to be designated to hold the legal title to the interest and to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest. 702100.0030.0004 4843-4627-7593 v5
(fd) Subsequent A transferee shall not be entitled to receipt any rights of a Limited Partner other than to the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner), an authorized . Such transferee shall be entitled admitted to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without upon execution of a counterpart of this Agreement or such other written instrument, in a form satisfactory to the consent General Partner, pursuant to which such transferee undertakes and agrees to become a Limited Partner of the General Partner (which consent may Partnership and to adhere to and be withheld bound by the General Partner in its sole discretion). A transferring Limited Partner will remain liable to the Partnership as provided under applicable law and provisions of this Agreement regardless of whether his transferee becomes on admission as a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books the Register of Partners and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in the Partnership. No Transfer of a partnership interest shall be effective until the Transfer of the partnership interest is registered by the General Partner may, in its sole discretion, impose a charge on the transferor Register of an Partners.
(h) In the event of a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
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 given or withheld by the General Partner’s sole discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 6.3 must also be satisfied.
(cb) 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 A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under Section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in the multiple beneficial ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees nominees, whose names will be entered on the Register of Partners, to be designated to hold the legal title to the interest and to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, provided that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and a substituted Limited Partner upon execution of a deed of adherence, in a form satisfactory to the General Partner, to this Agreement regardless pursuant to which such transferee undertakes and agrees to become a Limited Partner of whether his transferee becomes the Partnership and to adhere to and be bound by the provisions of this Agreement on admission as a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections Section 734 or 743 of the Code.
(ig) The No transfer of a partnership interest shall be effective until the transfer of the partnership interest is registered by the General Partner may, in its sole discretion, impose a charge on the transferor Register of an interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs to the Partnership of processing the Transfer of such interest, plus (ii) in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timePartners.
Appears in 1 contract
Samples: First Amended and Restated Agreement of Exempted Limited Partnership (Apollo Global Management LLC)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting, restrictive covenants and the Holdback Amount or involuntaryany AGM Shares acquired in respect thereof (as such terms are defined in a Limited Partner’s Award Letter), shall be valid including, without limitation, his, her or effective unless its right to receive distributions of Operating Profit (other than with respect to AGM Shares); provided, that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to be paid to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner Partner, provided that in its sole discretionrelation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner and its agreement to adhere to and be bound to this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
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 No voluntary 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. In the event of any involuntary Transfer, unless the prior written consent all of the General Partner has been obtained, which consent may conditions of the remainder of this Section 6.3 must 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 satisfied. Any interest in the Partnership under any securities laws that is the subject of a Transfer that does not satisfy the United States requirements 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 this Section 6.3 shall be immediately forfeited 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 Partnershipno consideration.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under Section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionand such Transfer shall be subject to approval by the General Partner.
(ec) In the event If any Transfer permitted by this Section 6.1 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees whose names will be entered in the Register of Partners, to be designated to hold the legal title to the interest and to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.
(fd) Subsequent A transferee shall not be entitled to receipt any rights of a Limited Partner other than to the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner), an authorized . Such transferee shall be entitled admitted to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without upon execution of a deed of adherence or other written instrument, in a form satisfactory to the consent General Partner, to this Agreement pursuant to which such transferee undertakes and agrees to become a Limited Partner of the General Partner (which consent may Partnership and to adhere to and be withheld bound by the General Partner in its sole discretion). A transferring Limited Partner will remain liable to the Partnership as provided under applicable law and provisions of this Agreement regardless of whether his transferee becomes on admission as a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books the Register of Partners and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections Section 734 or 743 of the Code.
(ig) The Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in the Partnership. No Transfer of a partnership interest shall be effective until the Transfer of the partnership interest is registered by the General Partner may, in its sole discretion, impose a charge on the transferor Register of an Partners.
(h) Any Limited Partner which shall Transfer all of its interest in the Partnership in an amount equal shall cease to the sum of (i) the actual or estimated costs be a Limited Partner; provided that such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Apollo Global Management LLC)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary or involuntaryincluding, shall be valid or effective unless without limitation, vesting and restrictive covenants); provided, that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer Transfer, and shall provide sufficient information to allow legal counsel acting for the Partnership to make the determination that the proposed Transfer will shall not result in any of the consequences referred to in clauses following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and a substituted Limited Partner upon execution of a counterpart of this Agreement regardless or such other instrument evidencing, to the satisfaction of whether his transferee becomes the General Partner, such Limited Partner’s intent to become a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.3(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Apollo Global Management LLC)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting, Restrictive Covenants and the Holdback Amount or involuntaryany AGM Shares acquired in respect thereof), shall be valid including, without limitation, his, her or effective unless its right to receive distributions of Operating Profit (other than with respect to AGM Shares); provided, that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to be paid the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner Partner, provided that in its sole discretionrelation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner and its agreement to adhere to and be bound to this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become Except as otherwise provided in this Agreement, if a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(h) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in the sole discretion of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections 734 or 743 of the Code.
(i) The General Partner may, in transfers its sole discretion, impose a charge on the transferor of an entire interest in the Partnership in an amount equal pursuant to the sum of (i) the actual or estimated costs to the Partnership of processing the Transfer of such interest, plus (ii) in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such time.this
Appears in 1 contract
Samples: Limited Partnership Agreement (Apollo Global Management, Inc.)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting and restrictive covenants), including, without limitation, his, her or involuntary, shall be valid or effective unless its right to receive distributions of Operating Profit; provided that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, provided that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and a substituted Limited Partner upon execution of a counterpart of this Agreement regardless or such other instrument evidencing, to the satisfaction of whether his transferee becomes the General Partner, such Limited Partner’s intent to become a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting and Restrictive Covenants), including, without limitation, his, her or involuntaryits right to receive distributions of Operating Profit; provided, shall be valid or effective unless that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer Transfer, and shall provide sufficient information to allow legal counsel acting for 701158.0018 4830-3854-5382 v5 the Partnership to make the determination that the proposed Transfer will not result in any of the consequences referred to in clauses following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to be paid the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner Partner, provided that in its sole discretionrelation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner and its agreement to adhere to and be bound to this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall 701158.0018 4830-3854-5382 v5 not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Asset Management, Inc.)
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 No voluntary 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. In the event of any involuntary Transfer, unless the prior written consent all of the General Partner has been obtained, which consent may conditions of the remainder of this Section 6.3 must 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 satisfied. Any interest in the Partnership under any securities laws that is the subject of a Transfer that does not satisfy the United States requirements 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 this Section 6.3 shall be immediately forfeited 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 Partnershipno consideration.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under Section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionand such Transfer shall be subject to approval by the General Partner.
(ec) In the event If any Transfer permitted by this Section 6.1 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees whose names will be entered in the Register of Partners, to be designated to hold the legal title to the interest and to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.
(fd) Subsequent A transferee shall not be entitled to receipt any rights of a Limited Partner other than to the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner), an authorized . Such transferee shall be entitled admitted to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without upon execution of a deed of adherence, in a form satisfactory to the consent General Partner, to this Agreement pursuant to which such transferee undertakes and agrees to become a Limited Partner of the General Partner (which consent may Partnership and to adhere to and be withheld bound by the General Partner in its sole discretion). A transferring Limited Partner will remain liable to the Partnership as provided under applicable law and provisions of this Agreement regardless of whether his transferee becomes on admission as a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections Section 734 or 743 of the Code.
(ig) The Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in the Partnership. No Transfer of a partnership interest shall be effective until the Transfer of the partnership interest is registered by the General Partner may, in its sole discretion, impose a charge on the transferor Register of an Partners.
(h) Any Limited Partner which shall Transfer all of its interest in the Partnership in an amount equal shall cease to the sum of (i) the actual or estimated costs be a Limited Partner; provided that such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Apollo Global Management LLC)
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 given or withheld by the General Partner’s Partner in its sole and absolute discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting, restrictive covenants and his, her or involuntaryits right to receive distributions of Operating Profit); provided, shall be valid or effective unless that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of or such other document pursuant to which the substituted Limited Partner agrees to adhere to and be bound by the provisions hereof and which evidences, to the satisfaction of the General Partner, such substituted Limited Partner’s intent to become a Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, No Transfer of a partnership interest shall be effective until the Transfer of the partnership interest is recorded in its sole discretion, impose the Schedule of Partners.
(h) In the event of a charge on the transferor Transfer of an all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Apollo Global Management, Inc.)
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) 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 denied in given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting, Restrictive Covenants and the Holdback Amount or involuntaryany AGM Shares acquired in respect thereof), shall be valid including, without limitation, his, her or effective unless its right to receive distributions of Operating Profit (other than with respect to AGM Shares); p rovided, that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(d) The transferring b. A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
i. require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
ii. result in clauses (i) through (iva termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
iii. violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(e) c. In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(f) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized d. A permitted transferee shall be entitled to be paid the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner Partner, provided that in its sole discretionrelation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner and its agreement to adhere to and be bound to this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(g) e. Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(h) f. In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulation, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(i) g. The General Partner may, Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in its sole discretion, impose the Partnership. No Transfer of a charge partnership interest shall be effective until the Transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
h. In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting, restrictive covenants and the Holdback Amount or involuntaryany AGM Shares acquired in respect thereof (as such terms are defined in a Limited Partner’s Award Letter), shall be valid including, without limitation, his, her or effective unless its right to receive distributions of Operating Profit (other than with respect to AGM Shares); provided, that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to be paid to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and a substituted Limited Partner upon execution of a counterpart of this Agreement regardless or such other instrument evidencing, to the satisfaction of whether his transferee becomes the General Partner, such Limited Partner’s intent to become a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the transfer of partnership interests in its sole discretion, impose the Partnership. No transfer of a charge partnership interest shall be effective until the transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management LLC)
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 given or withheld by the General Partner’s sole discretion. In the event of any Transfer, all of the conditions of the remainder of this Section 6.3 must also be satisfied.
(cb) 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 A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under Section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees nominees, whose names will be entered on the Register of Partnership Interests, to be designated to hold the legal title to the interest and to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.
(fd) Subsequent to receipt At the direction of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion)a transferring Limited Partner, an authorized a permitted transferee shall be entitled to be paid the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee (and to transfer any such interest in accordance with payment shall constitute a good and valid discharge of such obligation on the terms part of this Agreementthe General Partner); provided, however, provided that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and a substituted Limited Partner upon execution of a deed of adherence, in a form satisfactory to the General Partner, to this Agreement regardless pursuant to which such transferee undertakes and agrees to become a Limited Partner of whether his transferee becomes the Partnership and to adhere to and be bound by the provisions of this Agreement on admission as a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections Section 734 or 743 of the Code.
(ig) The No transfer of a partnership interest shall be effective until the transfer of the partnership interest is registered by the General Partner may, in its sole discretion, impose a charge on the transferor Register of an interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs to the Partnership of processing the Transfer of such interest, plus (ii) in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeInterests.
Appears in 1 contract
Samples: Amended and Restated Agreement of Exempted Limited Partnership (Apollo Global Management LLC)
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 No voluntary 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. In the event of any involuntary Transfer, unless the prior written consent all of the General Partner has been obtained, which consent may conditions of the remainder of this Section 6.3 must 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 satisfied. Any interest in the Partnership under any securities laws that is the subject of a Transfer that does not satisfy the United States requirements 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 this Section 6.3 shall be immediately forfeited 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 Partnershipno consideration.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionand such Transfer shall be subject to approval by the General Partner.
(ec) In the event If any Transfer permitted by this Section 6.1 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees whose names will be entered in the Register of Partners, to be designated to hold the legal title to the interest and to represent a portion of or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement. The Partnership shall not otherwise be required to recognize any trust or other beneficial ownership of any interest.
(fd) Subsequent A transferee shall not be entitled to receipt any rights of a Limited Partner other than to the allocations and distributions attributable to the economic interest in the Partnership transferred to such transferee. No transferee may become a substituted Limited Partner except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner in its sole discretionPartner), an authorized . Such transferee shall be entitled admitted to the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without upon execution of a counterpart of this Agreement or such other written instrument, in a form satisfactory to the consent General Partner, pursuant to which such transferee undertakes and agrees to become a Limited Partner of the General Partner (which consent may Partnership and to adhere to and be withheld bound by the General Partner in its sole discretion). A transferring Limited Partner will remain liable to the Partnership as provided under applicable law and provisions of this Agreement regardless of whether his transferee becomes on admission as a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books the Register of Partners and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulations, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in the Partnership. No Transfer of a partnership interest shall be effective until the Transfer of the partnership interest is registered by the General Partner may, in its sole discretion, impose a charge on the transferor Register of an Partners.
(h) In the event of a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
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 given or withheld by the General Partner’s sole discretion.
(c) No . Notwithstanding the foregoing, any Limited Partner may Transfer to any Related Party of any such Limited Partner all or part of such Limited Partner’s interest in the PartnershipPartnership (subject to continuing obligations of such Limited Partner, whether voluntary including, without limitation, in respect of vesting, Restrictive Covenants and the Holdback Amount or involuntaryany AGM Shares acquired in respect thereof), shall be valid including, without limitation, his, her or effective unless its right to receive distributions of Operating Profit (other than with respect to AGM Shares); provided, that the Transfer has been previously approved in writing by the General Partner in its sole discretion determinesPartner, after consultation with legal counsel acting for such approval not to be unreasonably withheld. In the Partnership, that such Transfer will not:
(i) require registration event of any interest in the Partnership under any securities laws Transfer, all 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 conditions of the United States remainder 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 this Section 6.3 must also 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 Partnershipsatisfied.
(db) The transferring A Limited Partner or his legal representative shall give the General Partner written notice before making the proposed effective date of any voluntary Transfer and within 30 days after any involuntary Transfer 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 following consequences:
(i) through require registration of the Partnership or any interest therein under any securities or commodities laws of any jurisdiction;
(ivii) result in a termination of the Partnership for U.S. tax purposes under section 708(b)(1)(B) of Section 6.1(c) above. If an assignment, transfer the Code or disposition occurs by reason jeopardize the status of the death of Partnership as a partnership for United States federal income tax purposes; or
(iii) violate, or cause the Partnership, the General Partner or any Limited Partner to violate, any applicable law, rule or assignee, the notice may be given by the duly authorized representative regulation of the estate of the Limited Partner or assigneeany jurisdiction. The Such notice must be supported by proof of legal authority and a valid instrument of assignment acceptable to the General Partner in its sole discretionPartner.
(ec) In the event any Transfer permitted by this Section 6.1 6.3 shall result in multiple ownership of any Limited Partner’s interest in the Partnership, the General Partner in its sole discretion may require one or more trustees or nominees to be designated to represent a portion of the interest transferred or the entire interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as a Limited Partner had transferees have pursuant to the provisions of this Agreement.
(fd) Subsequent to receipt of the consent of the General Partner (which consent may be withheld by the General Partner in its sole discretion), an authorized A permitted transferee shall be entitled to be paid the allocations and distributions attributable to the interest in the Partnership transferred to such transferee and to transfer Transfer such interest in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of a Limited Partner as a result of such transfer until he becomes a substituted Limited Partner. No transferee may become a substituted Limited Partner without except with the prior written consent of the General Partner (which consent may be given or withheld by the General Partner Partner, provided that in its sole discretionrelation to the outgoing Limited Partner’s Related Party such consent or approval must not be unreasonably withheld in accordance with Section 6.3(a)). A transferring Limited Partner will remain liable Such transferee shall be admitted to the Partnership as provided under applicable law and this Agreement regardless of whether his transferee becomes a substituted Limited Partner upon execution of a counterpart of this Agreement or such other instrument evidencing, to the satisfaction of the General Partner, such Limited Partner’s intent to become a Limited Partner and its agreement to adhere to and be bound to this Agreement. Notwithstanding the above, the Partnership and the General Partner shall incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer Transfer has been received and accepted by the Partnership and recorded on its books and the effective date of the Transfer has passed.
(ge) Any other provision of this Agreement to the contrary notwithstanding, a to the fullest extent permitted by law, any successor or transferee of any Limited Partner’s interest in the Partnership shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 6.16.3, the General Partner in its sole discretion may require the transferring Limited Partner to execute and acknowledge an instrument of transfer in form and substance satisfactory to the General Partner, and may require the transferee to make certain representations and warranties to the Partnership and Partners and to accept, adopt and approve in writing all of the terms and provisions of this Agreement. A transferee shall become a substituted Limited Partner and shall succeed to the portion of the transferor’s Capital Account relating to the interest transferred effective upon the satisfaction of all of the conditions for such Transfer contained in this Section 6.1.
(hf) In the event of a Transfer or in the event of a distribution of assets of the Partnership to any Partner, the Partnership, in at the sole discretion direction of the General Partner, may, but shall not be required to, file an election under Section section 754 of the Code and in accordance with the applicable U.S. Treasury regulationsRegulation, to cause the basis of the Partnership’s assets to be adjusted for federal income tax purposes as provided by Sections section 734 or 743 of the Code.
(ig) The General Partner may, Partnership shall maintain books for the purpose of registering the Transfer of partnership interests in its sole discretion, impose the Partnership. No Transfer of a charge partnership interest shall be effective until the Transfer of the partnership interest is registered upon books maintained for that purpose by or on behalf of the transferor Partnership.
(h) In the event of an a Transfer of all of a Limited Partner’s interest in the Partnership in an amount equal to the sum of (i) the actual or estimated costs Partnership, such Limited Partner shall remain liable to the Partnership of processing as contemplated by Section 4.2(b) and shall, if requested by the Transfer of General Partner, expressly acknowledge such interest, plus (ii) liability in such agreements as may be entered into by such Limited Partner in connection with any Transfer occurring prior to amortization in full of the Partnership’s Organizational Costs, a ratable portion of the Partnership’s Organizational Costs which have not yet been fully amortized. The amount of any such charges deducted by the Partnership, net of any actual costs and expenses of processing the withdrawal, shall be allocated among and credited to the Capital Accounts of the remaining Partners on the commencement of the Fiscal Period immediately following the effective date of the Transfer in accordance with their respective Partnership Percentages at such timeTransfer.
Appears in 1 contract
Samples: Exempted Limited Partnership Agreement (Apollo Global Management, Inc.)
