Transfer of Partnership Interest. A Partner may assign their distribution interest in the Partnership and its assets. This transfer will only include that Partners economic rights and interests and will not include any other rights of that Partner nor will it include an automatic admission as a Partner of the Partnership or the right to exercise any management or voting interests. A Partner who assigns any or all of their partnership
Transfer of Partnership Interest. 11.1 The Limited Partner shall not sell, assign, transfer, encumber, or otherwise dispose of any interest in the Partnership without the written consent of the General Partner.
11.2 The Limited Partner may not withdraw from the Partnership prior to the dissolution and winding up of the Partnership.
Transfer of Partnership Interest. A. In General. A Limited Partner or Special Partner may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or in any manner encumber, his interest in the Partnership or any part thereof except as permitted in this Article, and any act in violation of this Paragraph A shall not be binding upon or recognized by the Partnership regardless of whether the General Partner shall have knowledge thereof.
Transfer of Partnership Interest. 8.1 PROHIBITION ON DISPOSITION OF GENERAL PARTNER'S INTEREST. Unless Approval by Partnership Vote is otherwise obtained, or except as otherwise permitted in this Agreement, the General Partner may not, directly or indirectly, by operation of law or otherwise (a) withdraw or resign from the Partnership, or (b) Transfer any or all of its interest in the Partnership. In addition, the General Partner shall not permit the Transfer of any interest in the General Partner unless Approval by Partnership Vote is obtained with respect to such Transfer. Any act in violation of this Section 8.1 shall be null and void as against the Partnership and the Limited Partners, except as otherwise required by law.
Transfer of Partnership Interest. Upon surrender to the Partnership or its transfer agent, if any, of a certificate representing Units duly endorsed or accompanied by proper evidence of succession, assignation or Transfer in accordance with this Agreement and of the payment of all taxes applicable to the Transfer of said Interest, the Partnership will be obligated to issue a new certificate to the Person entitled thereto, cancel the old certificate and record the transaction upon its books, provided, however, that the Partnership will not be so obligated unless such Transfer was made in compliance with the provisions of this Agreement and any applicable state and federal laws.
Transfer of Partnership Interest. No Limited Partner shall sell, assign, mortgage, encumber, hypothecate or otherwise transfer, whether voluntarily or involuntarily, its interest in the Partnership or any part thereof, unless (x) any such transferee entity meets the suitability requirements originally imposed under the subscription agreement on the transferring Limited Partner and (y) such assignment or transfer will not (and, upon request of the General Partner, the transferring Limited Partner provides an opinion of counsel in form and substance satisfactory to the General Partner that such assignment or transfer will not) (A) violate any applicable federal or state securities laws or regulations, subject the Partnership to registration as an investment company or election as a "business development company" under the Investment Company Act; (B) require the General Partner or any of its members to register as an investment adviser under the Investment Advisers Act of 1940; (C) violate any other federal, state or local laws; (D) effect a termination of the Partnership under section 708 of the Code; or (E) cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes, or violate this Agreement. Notwithstanding the preceding sentence, a Partner may assign or transfer its interest in the Partnership if any such assignment or transfer effects a termination of the Partnership under section 708 of the Code so long as the transferring Partner agrees to indemnify and hold harmless the Partnership and all other Partners against any and all costs and expenses incurred as a direct result of a termination of the Partnership under section 708 of the Code. No transferee or assignee of all or any part of a Limited Partner's interest shall become a Limited Partner without the prior written consent of the General Partner which consent shall not be unreasonably withheld so long as such Partner sells the lesser of all its Partnership Interests or a Partnership Interest representing an initial contribution of at least $5,000,000 and in no event shall the substitution of an assignee or transferee as a Limited Partner require the consent of any Limited Partner. Any purported transfer of any interest of a Limited Partner in the Partnership or any part thereof not in compliance with this 49 Section 8.1 shall be void and of no force or effect and the transferring Partner shall be liable to the other Partners and the Partnership for all liabilities, obligations, dam...
Transfer of Partnership Interest. (a) Except as otherwise provided herein, no Partner shall transfer the Partnership interest owned by such Partner, by sale, gift, or pledge. Except as provided in compliance with the terms of this paragraph, any transfer of a Partnership interest shall be null and void and of no effect.
(b) If (i) voluntary proceedings by or involuntary proceedings against any Partner are commenced under any provision of any Federal or state act relating to bankruptcy or insolvency, or (ii) the Partnership interest of a Partner is attached or garnished, or (iii) any judgment is obtained in any legal or equitable proceeding against any Partner and the sale of its Partnership interest is contemplated under legal process as a result of such judgment, or (iv) any execution process is issued against any Partner or against its Partnership interest, or (v) pursuant to any other form of legal or equitable proceeding or process the Partnership interest of a Partner is contemplated to be sold or otherwise transferred either voluntarily or involuntarily, then such Partner, or such Partner’s legal representative, shall thereupon forthwith offer to sell such Partner’s Partnership interest to the other Partners at the price specified in Section 19. If the entire interest offered for sale is not purchased by the other Partners within 20 days, then in such event the sale of said Partnership interest by any creditor or creditor representative may proceed and shall cause the Partnership to proceed.
Transfer of Partnership Interest. Notwithstanding anything to the contrary contained in the Agreement, the New General Partner and the Limited Partner hereby agree that the Partnership Interest of the New General Partner shall for all purposes, be .1% and the Partnership Interest of the Limited Partner shall for all purposes be 99.9% and that the New General Partner and the Limited Partner hereby consent to such Transfer of the New General Partner's Partnership Interest to the Limited Partner as is necessary to accomplish the foregoing and hereby consent to the amendment of all relevant provisions of the Agreement so as to reflect the foregoing.
Transfer of Partnership Interest. A. In General. A Limited Partner or Special Partner may not sell, assign, transfer or otherwise dispose of, or pledge, hypothecate or in any manner encumber, his interest in the Partnership or any part thereof except as permitted in this Article, and any act in violation of this Paragraph A shall not be binding upon or recognized by the Partnership regardless of whether the General Partner shall have knowledge thereof
B. General Partner.
1. Limited Partners holding more than fifty percent (50%) of the then outstanding Limited Partner Interests, pursuant to Paragraph (d) of Article XI and with the same relative vote as provided therein, may remove the General Partner from the Partnership. Written notice of the removal of the General Partner shall be served upon the General Partner either by certified or by registered mail, return receipt requested. or by personal service. Said notice shall set forth the day upon which the removal is to become effective. Upon receipt of notice, the General Partner shall cause an accounting to be prepared covering the transactions of the Partnership since the end of the previous Fiscal Year, and it shall not thereafter sell or dispose of or allow the sale or disposition of any Partnership asset unless such sale or disposition was the subject of a contract entered into by and binding upon the Partnership prior to the date upon which the notice was received by the General Partner.
2. Until the dissolution of the Partnership otherwise occurs, the General Partner shall not voluntarily take any steps to dissolve itself nor shall the General Partner voluntarily retire; provided, however, that nothing in this Partnership Agreement shall be deemed to prevent the merger or reorganization of Carex Xxxersified Properties LLC into or with any other entity organized under the laws of the United States or any state thereof or the transfer of all the limited liability company interests of Carex Xxxersified Properties LLC and the assumption of the rights and duties of the General Partner by, in the case of a merger, reorganization or consolidation, the surviving entity by operation of law.
3. Upon the removal, adjudication of bankruptcy or insolvency, dissolution or other cessation to exist as a legal entity of the General Partner, the General Partner's Partnership Interest and interest in Distributable Cash From Operations and its subordinated interest in Cash From Sales and Cash From Financings shall be purchased by the Partnership for a p...
Transfer of Partnership Interest. A. Subject to Paragraphs B and C of this Section and except in accordance with this AGREEMENT or with the prior written consent of the other PARTNERS in no event shall a PARTNER directly or indirectly undertake to, attempt or in fact (1) sell, assign, transfer or otherwise dispose of all or any part of its PARTNERSHIP INTEREST or (2) terminate or dissolve TASTEMAKER U.S.
B. Subject to Paragraph C of this Section and notwithstanding Paragraph A of this Section , a PARTNER may transfer all or part of its PARTNERSHIP INTEREST to a person which owns one hundred percent of such PARTNER or which is owned one hundred percent by such PARTNER, at any time without the consent of the other PARTNERS provided that (i) such PARTNER shall give written notice of such transfer to the other PARTNERS prior to or within a reasonable period (but not more than thirty days) after the effective date of such transfer, and (ii) in case of a transfer of partial interest, then effective as of the date of such transfer, such PARTNER and its transferee shall be deemed to and must act jointly on all matters of governance of TASTEMAKER U.S. including matters referred to in or covered by Article VI hereof.
C. Notwithstanding anything to the contrary including Paragraphs A and B of this Section , a PARTNER may not directly or indirectly sell, assign, transfer or otherwise dispose of all or, within any twelve month period, any part in excess of ten percent (10%) of its PARTNERSHIP INTEREST unless such sale, assignment, transfer or disposition will not cause TASTEMAKER U.S. to terminate as a partnership for U.S. income tax purposes pursuant to applicable income tax laws including Section 708 of the INTERNAL REVENUE CODE, and the transferor PARTNER shall furnish to TASTEMAKER U.S. an opinion of competent tax counsel (which counsel and opinion shall be satisfactory to TASTEMAKER U.S.) to such effect. A withdrawal of FRIES or of any AFFILIATE of FRIES in accordance with the provisions of Section 8.3 through 8.15 shall not constitute a sale, assignment, transfer or disposition of the PARTNERSHIP INTEREST of FRIES for purposes of this Paragraph C. If a PARTNER purports to make or makes a sale, assignment, transfer or disposal in violation of this Paragraph C and such action of such PARTNER causes a termination under the said income tax laws, such PARTNER shall defend, protect, indemnify and save harmless the other PARTNERS for any and all CLAIMS suffered by such other PARTNERS as a result of or r...
