Transfer of Limited Partner Interests. 43 13.1 Transfer of Interest of a Limited Partner..................... 43 13.2 Assignee and Substitute Limited Partners...................... 44 13.3 Assignment.................................................... 44 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.
Transfer of Limited Partner Interests. 13.1 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, assignm...
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. 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. 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. Nothing in the Loan Documents shall limit or restrict the ability of 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. However, the General Partner agrees to deliver written notice of the change in Limited Partner to Lender within seven (7) days after the change has occurred.
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. (a) A Limited Partner may not sell, assign, transfer, pledge, encumber, mortgage, grant a security interest in or otherwise dispose of, whether by merger, operation of law or otherwise (a “Transfer”), all or any of its interest in the Partnership (including any transfer or assignment of all or a part of its interest to a Person who becomes an assignee of a beneficial interest in Partnership profits, losses and distributions even though not becoming a substitute Limited Partner) unless the General Partner has consented to such Transfer in writing, which consent may be withheld in the General Partner’s sole discretion, except that (i) such consent shall not be unreasonably withheld with regard to an assignment by a Limited Partner of its entire beneficial interest to its Affiliate (provided that the Limited Partner assigning its interest shall provide the General Partner with prior written notice of such assignment) if all of the following conditions are satisfied as reasonably determined by the General Partner (or waived by the General Partner in its sole discretion): (A) such assignee constitutes only one beneficial owner of the Partnership’s securities for purposes of the Investment Company Act and only one partner of the Partnership within the meaning of U.S. Department of Treasury Reg. §1.7704-1(h), (B) such assignee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, a “qualified purchaser” as such term is defined under the Investment Company Act, and a “qualified client” within the meaning of the rules and regulations promulgated under the Investment Advisers Act, (C) such assignment does not cause the General Partner, any of its affiliates, the Partnership, the Parallel Fund, any of the Limited Partners or any of the Parallel Fund Limited Partners to be subjected to (or materially increase its obligation with respect to) any regulations or reporting requirements that the General Partner reasonably believes to be significant or burdensome or to any tax obligation, (D) the assignee in the General Partner’s judgment has the financial ability to hold the Limited Partner interest and perform in a timely manner all of its obligations as a Limited Partner under this Agreement, (E) such assignment does not increase the number of persons that hold interests of record (within the meaning of Section 12(g) of the Exchange Act and Rule 12g-5 thereunder), (F) as reasonably determined by the General Partner, none of ...
Transfer of Limited Partner Interests. Section 6.2 of the Partnership Agreement is amended as follows:
