Common use of Transfer of Units Clause in Contracts

Transfer of Units. (a) Class A Common Units may be transferred only in the manner described in Section 10.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. 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 Units 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 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 capacity and authority to enter into this Agreement, (iv) made the powers of attorney set forth in this Agreement and (v) given the consents and made the waivers contained in this Agreement.

Appears in 7 contracts

Samples: Agreement of Limited Partnership (Enbridge Energy Partners Lp), Limited Partnership Agreement, Agreement of Limited Partnership (Enbridge Energy Partners Lp)

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Transfer of Units. (a) Class A Common 10.3.1 Units may be transferred only in the manner described in Section 10.29.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) 10.3.2 Until admitted as a Substituted Limited Partner pursuant to Article XIISection 11.2, the Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity. (c) 10.3.3 Each distribution in respect of Units 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) 10.3.4 A transferee who has completed and delivered a Transfer Application provided by the seller of the Units (or if purchased on an exchange directly from the Partnership), 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 capacity and authority to enter into this Agreement, (iv) made the powers of attorney set forth in this Agreement Agreement, and (v) given the consents and made the waivers contained in this Agreement.

Appears in 3 contracts

Samples: Limited Partnership Agreement (United States Natural Gas Fund, LP), Agreement of Limited Partnership (United States Natural Gas Fund, LP), Agreement of Limited Partnership (United States Natural Gas Fund, LP)

Transfer of Units. (a) Class A Common Units may be transferred only in the manner described in Section 10.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. 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 Units 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 '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 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 capacity and authority to enter into this Agreement, and that such transferee is an Eligible Citizen, (iv) made the powers of attorney set forth in this Agreement and (v) given the consents and made the waivers contained in this Agreement.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Gulfterra Energy Partners L P), Limited Partnership Agreement (El Paso Corp/De), Limited Partnership Agreement (El Paso Energy Partners Lp)

Transfer of Units. (a) Class A Common Units may be transferred only in the manner described in Section 10.2. Article X. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners may may. include custodians, nominees nominees, or any other individual or entity in its own or any representative capacity. (c) Each distribution in respect of Units 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 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 capacity right, power and authority and, if an individual, the capacity to enter into this Agreement, (iv) made 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.

Appears in 3 contracts

Samples: Limited Partnership Agreement (Star Gas Partners Lp), Limited Partnership Agreement (Star Gas Finance Co), Limited Partnership Agreement (Star Gas Partners Lp)

Transfer of Units. (a) Class A Common Units may be transferred only in the manner described in Section 10.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. 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 Units 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 '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 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 capacity and authority to enter into this Agreement, (iv) made the powers of attorney set forth in this Agreement and (v) given the consents and made the waivers contained in this Agreement.

Appears in 2 contracts

Samples: Agreement of Limited Partnership (Enbridge Energy Management L L C), Limited Partnership Agreement (Enbridge Energy Partners Lp)

Transfer of Units. (a) Class A Common Units may be transferred only in the manner described in Section 10.2. The transfer of any Units and the admission of any new Partner Member shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner Member pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners Members may include custodians, nominees nominees, or any other individual or entity in its own or any representative capacity. (c) Each distribution in respect of Units shall be paid by the PartnershipCompany, 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 Company'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 who has completed and delivered a Transfer Application shall be deemed to have (i) requested admission as a Substituted Limited Partner, Member; (ii) agreed to comply with and be bound by and to have executed this Agreement, ; (iii) represented and warranted that such transferee has the capacity right, power and authority and, if an individual, the capacity to enter into this Agreement, ; (iv) made the powers of attorney set forth in this Agreement Agreement; and (v) given the consents and approvals and made the waivers contained in this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Eott Energy Finance Corp), Limited Liability Company Agreement (Eott Energy LLC)

Transfer of Units. (a) Class A Common 10.3.1 Units may be transferred only in the manner described in Section 10.29.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) 10.3.2 Until admitted as a Substituted Limited Partner pursuant to Article XII11, the Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity. (c) 10.3.3 Each distribution in respect of Units 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) 10.3.4 A transferee 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 capacity and authority to enter into this Agreement, (iv) made the powers of attorney set forth in this Agreement and (v) given the consents and made the waivers contained in this Agreement.

Appears in 1 contract

Samples: Limited Partnership Agreement (New York Oil ETF, LP)

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Transfer of Units. (a) Class A Common Units that have been deposited in the Deposit Account may be transferred only in the manner described in Section 10.2. Units that have been withdrawn from the Deposit Account and not redeposited are not transferable except upon death or by operation of law; provided, however, that any Limited Partner may transfer such Units to the Partnership or the General Partner, and such Units may be transferred otherwise in accordance with this Agreement. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Substitute Limited Partner pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. 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 Units 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 who has completed completed, executed and delivered a Transfer Application shall be deemed to have (i) requested admission as a Substituted Substitute Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement and the Deposit Agreement, if applicable, (iii) represented and warranted that such transferee has the capacity and authority to enter into this Agreement and the Deposit Agreement, if applicable, (iv) made granted the powers of attorney set forth in this Agreement such Transfer Application and (v) given the consents and made the waivers contained in this Agreement and the Deposit Agreement, if applicable.

Appears in 1 contract

Samples: Limited Partnership Agreement (Terra Nitrogen Co L P /De)

Transfer of Units. (a) Class A Common Units may be transferred only in the manner described in Section 10.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners may include custodians, nominees nominees, or any other individual or entity in its own or any representative capacity. (c) Each distribution in respect of Units 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 '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 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 capacity right, power and authority and, if an individual, the capacity to enter into this Agreement, (iv) made 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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Amerigas Partners Lp)

Transfer of Units. (a) Class A Common Units may be transferred only in the manner described in Section 10.2. Article X. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XII, the Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners may may. include custodians, nominees nominees, or any other individual or entity in its own or any representative capacity. (c) Each distribution in respect of Units 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.. Table of Contents (d) A transferee 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 capacity right, power and authority and, if an individual, the capacity to enter into this Agreement, (iv) made 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.

Appears in 1 contract

Samples: Limited Partnership Agreement (Star Group Lp)

Transfer of Units. (a) Class A Common 10.3.1 Units may be transferred only in the manner described in Section 10.29.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) 10.3.2 Until admitted as a Substituted Limited Partner pursuant to Article XII11, the Record Holder of a Unit shall be an Assignee in respect of such Unit. Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity. (c) 10.3.3 Each distribution in respect of Units 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 '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) 10.3.4 A transferee 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 capacity and authority to enter into this Agreement, (iv) made the powers of attorney set forth in this Agreement and (v) given the consents and made the waivers contained in this Agreement.

Appears in 1 contract

Samples: Agreement of Limited Partnership (New York Oil ETF, LP)

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