Transfer of Limited Partnership Interests. (a) A Limited Partner may not Transfer all or a portion of its interest in the Partnership without the consent of the General Partner; provided that the General Partner shall not unreasonably withhold its consent to a Transfer by an IP Limited Partner to a Family Related Partner of such IP Limited Partner.
(b) Unless and until the General Partner consents to the admission of a transferee as a substituted Limited Partner in accordance with this Section 7.3, the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest, if any, and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions of such interest. No consent of any other Limited Partner shall be required as a condition precedent to any Transfer.
(c) Unless the General Partner otherwise determines in its sole discretion, the transferor and transferee of any Limited Partner’s interest shall be jointly and severally obligated to reimburse the General Partner and the Partnership for all reasonable expenses (including attorneys’ fees and expenses) of any Transfer or proposed Transfer of a Limited Partner’s interest, whether or not consummated.
(d) Any substituted Limited Partner admitted to the Partnership with the consent of the General Partner shall succeed to all the rights and be subject to all the obligations of the transferring or assigning Limited Partner with respect to the interest to which such Limited Partner was substituted. The General Partner may modify Schedule I hereof to reflect such admittance of any substituted Limited Partner. Such substituted Limited Partner shall be treated as having received all of the allocations and distributions received by the transferring or assigning Limited Partner, if any.
(e) Any Transfer that violates this Section 7.3 shall be void and the purported buyer, assignee, transferee, pledgee, mortgagee, or other recipient shall have no interest in or rights to Partnership assets, profits, losses, or distributions, and neither the General Partner nor the Partnership shall be required to recognize any such purported interest or rights.
Transfer of Limited Partnership Interests. (a) A Limited Partner may Transfer any or all of such Partner’s Partnership Interest (i) to a Permitted Transferee pursuant to Section 7.2, (ii) pursuant to the terms of Section 7.7 or (iii) pursuant to a Qualified Initial Public Offering; provided, however, that a Limited Partner other than Adena may only Transfer all of its Partnership Interest pursuant to clause (i) above and the Limited Partners who are members of the WPP Group may only Transfer the entirety of their Partnership Interests collectively as a group pursuant to clause (ii) above. Any purported Transfer of a Partnership Interest in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner’s Partnership Interest in accordance with this Section 7.1 or Section 7.8, no Limited Partner shall have the right to withdraw as a Partner of the Partnership.
(b) Notwithstanding any other provision of this Agreement, no Limited Partner may pledge, mortgage or otherwise subject its Limited Partnership Interest to any Encumbrance, provided, however, that any Limited Partner may pledge, mortgage, assign or grant a security interest in its right to receive distributions from or with respect to its Limited Partnership Interest to any Person.
Transfer of Limited Partnership Interests. (a) No Limited Partner may Transfer all or any part of such Partner’s Partnership Interest or Partnership Group Interest to any Person except:
(i) to a Permitted Transferee pursuant to Section 7.2;
(ii) pursuant to the terms of Section 7.8;
(iii) pursuant to the terms of Section 7.9; or
(iv) pursuant to the terms of Section 7.10; provided, however, any such Transfer under (i)-(iv) above shall comply with the terms of Section 7.1(b). Any purported Transfer of all or any portion of a Partnership Interest or Partnership Group Interest in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner’s Partnership Interest in accordance with this Section 7.1, no Limited Partner shall have the right to withdraw as a Partner of the Partnership.
(b) As a condition to a Transfer by a Class A Partner of any Class A Units to a transferee as permitted under Section 7.1(a)(i) or (ii) (a “Partnership Transfer”), such Class A Partner shall simultaneously Transfer to such transferee the same number of PAGP Class B Shares and the same number of Holdings GP Units (each group of one Class A Unit, one PAGP Class B Share and one Holdings GP Unit collectively being referred to herein as a “Partnership Group Interest”). For the avoidance of doubt, it is intended that the Class A Units may only be Transferred together with the same number of PAGP Class B Shares and the same number of Holdings GP Units (subject to the last sentence of this Section 7.1(b)), and that if for any reason the Transfer of such PAGP Class B Shares and Holdings GP Units does not occur simultaneously with the Partnership Transfer, then the Partnership Transfer shall be null and void and of no force and effect. Notwithstanding any other provision of this Agreement, Converted Class A Units may be Transferred without a simultaneous Transfer of Holdings GP Units.
(c) Notwithstanding any other provision of this Agreement, no Limited Partner may pledge, mortgage or otherwise subject its Partnership Group Interests or Class B Units to any voluntary Encumbrance.
Transfer of Limited Partnership Interests. (a) No Limited Partner may Transfer all or any part of such Partner’s Partnership Interest to any Person except (i) to a Permitted Transferee pursuant to Section 7.2, or (ii) pursuant to the terms of Section 7.8; provided, however, any such Transfer under (i) or (ii) above shall comply with the terms of Section 7.1(b). Any purported Transfer of a Partnership Interest or a portion thereof in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner’s Partnership Interest in accordance with Section 7.1, no Limited Partner shall have the right to withdraw as a Partner of the Partnership.
Transfer of Limited Partnership Interests. A. Subject to Section 7.05 hereof, the Partnership interest of a Limited Partner, or any part thereof, may not be transferred or assigned, and no such transferee or assignee may be admitted as a substituted limited partner of the Partnership, unless in each instance:
(1) A duly executed and acknowledged instrument of assignment and Power of Attorney, setting forth the intention of the assignor that the assignee become a substituted limited partner in its place and confirming and restating the appointment and powers contained in Section 12.02. hereof, is delivered to the General Partners; and
(2) The General Partners, if any or all of them shall so request, shall have been provided, at the expense of the transferor, with an opinion of counsel in form and substance satisfactory to the requesting General Partner(s) and from counsel satisfactory to the requesting General Partner(s) to the effect that such transfer or assignment will not violate the registration provisions of the Securities Act of 1933, as amended, or the rules and regulations thereunder or the applicable state securities or "Blue Sky" law or laws and the rules and regulations thereunder; and
(3) The assignor and assignee execute and acknowledge such other instruments as any General Partner reasonably may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and the assumption of any unperformed obligation of the assignor ( provided that such assignor shall not thereby be released from any of its unperformed obligations hereunder).
B. All Partners will if required by the Act, no later than thirty (30) days after the date of compliance with the provisions of this Section 7.02., amend the Certificate to reflect the admission of any such assignee as a substituted limited partner.
Transfer of Limited Partnership Interests. (a) No Limited Partner may Transfer all or any part of such Partner’s Partnership Interest to any Person except (i) to a Permitted Transferee pursuant to Section 7.2, or (ii) pursuant to the terms of Section 7.8, or (iii) in the case of Kafu, a transfer of up to a 6% Partnership Interest to First Union Investors, Inc. (“First Union”) within 90 days from the date hereof; provided, however, any such Transfer under (i) or (ii) above shall comply with the terms of Section 7.1(b). Any purported Transfer of a Partnership Interest or a portion thereof in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner’s Partnership Interest in accordance with Section 7.1, no Limited Partner shall have the right to withdraw as a Partner of the Partnership.
(b) As a condition to a Transfer by a Limited Partner of all or any part of such Partner’s Partnership Interest to a transferee as permitted under Section 7.1(a)(i) or (ii) (a “Partnership Transfer”), such Partner shall simultaneously Transfer (the “Membership Transfer”) to such transferee an amount of such Partner’s Membership Interest equal to: (i) such Partner’s Membership Interest, multiplied by (ii) a percentage equal to (1) the portion of such Partner’s Partnership Interest to be Transferred to such transferee, divided by (2) such Partner’s Partnership Interest immediately before such Transfer. If for any reason the Membership Transfer does not occur simultaneously with the Partnership Transfer, then the Partnership Transfer shall be null and void and of no force and effect.
(c) Notwithstanding any other provision of this Agreement, no Limited Partner may pledge, mortgage or otherwise subject its Limited Partnership Interest to any Encumbrance.
(d) So long as it or its Permitted Transferee remains a Limited Partner, Sable may not effect a Sable Change of Control.
(e) In the event that JCF resigns (other than for Good Reason) from his position as Chief Executive Officer of Rodeo, or is terminated for Cause, during the eighteen month period ending November 8, 2002, the occurrence of such event shall be deemed a Transfer to a Non-Qualifying Transferee of the Limited Partnership Interest of Sable Investments; provided, however, that fair market value, with respect to such deemed Transfer for purposes of Section 7.2, shall not be less than Sable’s initial Capital Contribution.
Transfer of Limited Partnership Interests. (a) A Limited Partner may not sell, assign, transfer, pledge, mortgage or otherwise dispose of (in each case, a “Transfer”) all or any of its Interest in the Partnership (including, without limitation, 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 (any attempt by a Limited Partner to pledge, assign, hypothecate, sell, exchange or transfer all or any part of its Interest without the prior approval of the General Partner may subject such Interest to compulsory withdrawal at the sole discretion of the General Partner), except that a Limited Partner that is a trust under an employee benefit plan may assign a beneficial interest in all or a portion of its Interest to any other trust under such employee benefit plan or to any other employee benefit plan having the same sponsor (in which case the transferor shall remain liable for all liabilities and obligations relating to the transferred beneficial interest and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions and shall not become a substitute Limited Partner except with the consent of the General Partner as provided in Section 7.3(b)). Notwithstanding the foregoing, no consent of the General Partner shall be required in the case of the transfer by a Limited Partner of its entire beneficial interest to an Affiliate of the transferor; provided that in each case (i) the General Partner receives at least 30 days’ prior notice of such transfer, (ii) such transferee 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 Treasury Regulations § 1.7704-1(h), (iii) such transferee is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act, (iv) such transferee is a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act,
Transfer of Limited Partnership Interests. Transfers of Limited Partnership Interests shall not be permitted except upon death, by operation of law or with the written consent of the General Partner, which consent may be granted or withheld in the General Partner's sole discretion and shall be subject to the provisions of Section 13.01.
Transfer of Limited Partnership Interests. A Limited Partner may not Transfer all or any portion 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) except to the extent permitted pursuant to Article IV of the XXX; provided, that no such Transfer shall be made unless, in the judgment of the General Partner:
Transfer of Limited Partnership Interests. In the case of a transfer of a Limited Partnership Interest during any taxable year of the Partnership, every item of partnership income, loss, deduction and credit attributable to such Limited Partnership Interest shall be divided and allocated proportionately between the transferor and transferee based upon the number of months during such taxable year for which each such Limited Partner is recognized as such in accordance with Section 3.5. For purposes of accounting simplicity in the case of a transfer of a Limited Partnership Interest, the Partnership will treat the party who is the recognized owner of the Limited Partnership Interest as of the close of business on the last day of any calendar month as the owner of the Limited Partnership Interest for the entire month. The General Partner is authorized to alter this accounting convention to conform with any regulation or administrative rulings issued by the Treasury Department or the IRS.
