Transfer of Limited Partner Interests. 57 13.1 Transfer of Interest of a Limited Partner............... 57 13.2 Assignee and Substitute Limited Partners................ 58 13.3 Assignment.............................................. 58 13.4
Transfer of Limited Partner Interests. (a) Limited Partner Interests may be transferred only in the manner described in this Section 11.3. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.
(b) Until admitted as a Limited Partner or as a Substituted Limited Partner pursuant to Article XII, the Record Holder of a Limited Partner Interest shall be an Assignee in respect of such Limited Partner Interest. Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity.
(c) Each distribution in respect of Partnership Securities shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holders thereof as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.
(d) A transferee of a Limited Partner Interest who has completed and delivered a Transfer Application shall be deemed to have (i) requested admission as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement, (iii) represented and warranted that such transferee has the right, power and authority and, if an individual, the capacity to enter into this Agreement, (iv) granted the powers of attorney set forth in this Agreement, and (v) given the consents and approvals and made the waivers contained in this Agreement.
Transfer of Limited Partner Interests. Transfer of Interest of a Limited Partner. Except as otherwise specifically provided in this Agreement, no Limited Partner may sell, assign, transfer, pledge, encumber or in any manner dispose of all or any part of its Partnership Interest without the prior written consent of the General Partner, which consent may not be unreasonably withheld. Notwithstanding the foregoing, each Limited Partner shall have the right to (i) pledge or otherwise encumber all or any portion of its Partnership Interest (subject, however, to applicable securities laws) and/or (ii) transfer all or any portion of its Partnership Interest to members of the Immediate Family of such Limited Partner and to one or more trusts for the benefit of one or more members of the Immediate Family of such Limited Partner for estate and/or gift tax purposes, upon prior written notice to the General Partner. Without limiting the generality of the foregoing, in no event shall the General Partner consent to an assignment of all or any portion of the Partnership Interest of a Limited Partner in the Partnership if, in the opinion of the General Partner (or of counsel satisfactory to the General Partner), such assignment (i) will result in a termination of the Partnership for federal income tax purposes or otherwise result in adverse tax consequences to the Partnership or any Partner, (ii) will result in the Partnership failing to qualify for an exemption from the registration requirements of the federal or any applicable state securities laws, (iii) will result in the imposition of fiduciary responsibility on the Partnership or any Partner under the Employee Retirement Income Security Act of 1974, as amended from time to time, (iv) will result in a violation of any provision of any mortgage or trust deed (or the note or bond secured thereby) constituting a lien against any assets of the Partnership, or other instrument, document or agreement to which the Partnership is a party or otherwise bound, (v) represents a transfer of any component portion of a Partnership Interest, such as the Capital Account, or rights to Net Cash Flow, separate and apart from all other components of a Partnership Interest, or (vi) will cause the General Partner to cease to comply with any and all REIT Requirements. Subject to satisfaction of the conditions therefor set forth or referred to herein, each Limited Partner hereby consents to the substitution or admission of any assignee of a Limited Partner. Any sale, assignment, ...
Transfer of Limited Partner Interests. SUBSTITUTED PARTNERS; ASSIGNEES 10.1 Assignment of Limited Partner Interests 10.2 Substituted Partners; Admission 10.3 Assignees
Transfer of Limited Partner Interests. (a) No Limited Partner shall have the right to withdraw from the Partnership or Transfer its Interest prior to the completion of the dissolution and winding up of the Partnership, except as contemplated by Section 6.1 and this Section. No Limited Partner may voluntarily Transfer all or any part of his Interest without the written consent of the Managing General Partner and only on such terms and conditions as the Managing General Partner may deem necessary or advisable in its sole and absolute discretion. No Transfer of any Interest shall be made nor be effective if such Transfer would be in violation of any state or federal securities laws or any other law applicable to the Partnership, or would result in a termination of the Partnership for tax purposes.
(b) Except as provided in subparagraph (c) and (d) of this Section 6.2, the Limited Partners are prohibited from selling their Interests in the Partnership unless (and shall sell their InterestS in the Partnership if) such sale (i) is made at the Managing General Partner's direction, (ii) is accomplished in a single transaction involving the sale of all the Limited Partners' Interests to a single purchaser, and (iii) is accomplished simultaneously with the sale of the Managing General Partner's Interest in the Partnership.
(c) Limited Partners may otherwise Transfer their Interests or Units as follows: (i) a Limited Partner who is a natural person may Transfer his Interest by will, inheritance or operation of law; (ii) a Limited Partner which is a corporation, partnership or other legal entity may Transfer its Interest to any successor to all or substantially all of the assets of such entity; (iii) a Limited Partner may submit a written request to the Managing General Partner for permission to Transfer his Interest or Units; and (iv) any Interest received by a Limited Partner whose interest in a Participating Partnership is pledged at the time of the effectiveness of this Agreement may continue to be pledged on the terms and conditions applicable to the pledge partnership interest existing at the time of such effectiveness. In the event of a request to the Managing General Partner for a Transfer of Interests or Units under subparagraph (c)(iii) the Managing General Partner shall not approve a Transfer if such Transfer results in a transfer of more than the lesser of: 750 Units, or the Interests of 15 Limited Partners in any calendar year. The Managing General Partner will consider written requests submit...
Transfer of Limited Partner Interests. 13.1 Transfer of Interest of a Limited Partner . . . . . . . . . . . . . 44 13.2 Assignee and Substitute Limited Partners . . . . . . . . . . . . . 45 13.3 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 13.4
Transfer of Limited Partner Interests. Section 6.2 of the Partnership Agreement is amended as follows:
Transfer of Limited Partner Interests. Nothing in the Loan Documents shall limit or restrict the ability of Borrower's limited partner, Xxxxx Fargo Affordable Housing Community Development Corporation, its successors and assigns (the "Limited Partner") to transfer, sell or assign its ownership interest in Borrower, from time to time, without the consent of or notice to Lender, provided that said Limited Partner remains liable for payment of any then unpaid capital contributions to Borrower, as and when payable, as set forth in Borrower's Partnership Agreement, notwithstanding any such transfer, sale or assignment. In particular, Xxxxxx hereby consents to any transfers, sales or assignments of limited partnership interests in Borrower to any affiliate of the Limited Partner or any entity in which the Limited Partner, or an affiliate, is the manager, managing member, or general partner and agrees that such transfers shall not constitute a default under the Loan Documents.
Transfer of Limited Partner Interests. The interests of the Investor Limited Partner shall be transferable to a Permitted Transferee and such transfer shall not constitute a Default under any of the Loan Documents.
Transfer of Limited Partner Interests. Units in the Fund may not be directly or indirectly sold, transferred, assigned, pledged or encumbered in whole or in part (whether voluntarily, involuntarily or by operation of law) without prior written approval of the General Partner, which may not be unreasonably withheld in the case of transfers to affiliates of the Partner. The transferability of Units is also restricted because of the lack of registration under the Securities Act. Partners will have the right to request a Redemption at any time provided that the Partner notifies General Partner in writing, with 90 day notice of redemption, although shorter term requests will be considered in cases of financial hardship or emergencies. The General Partner shall have no obligation to grant any particular Redemption request and shall retain sole discretion as to whether or not to redeem any Unit, however; will endeavor to manage the Fund in such a way as to accommodate requests as consistently as possible. In the event a request for redemption is granted, the Partner shall forfeit all unrealized gains and undisbursed returns. Further, in the event a redemption is granted, General Partner shall have the option to acquire any redeemed Units at the price redeemed.
