Transfers by General Partner. The General Partner may transfer or assign its general partnership interest in the Partnership with the affirmative Votes of a Majority in Interest. Subject to Subsection 6.3(b)(i) hereof, no assignment by the General Partner of its interest as a General Partner shall relieve such Partner of any liability hereunder. The General Partner may not withdraw as the General Partner of the Partnership unless said withdrawal occurs as a result of a permitted Transfer of the General Partner’s interest in the Partnership in accordance with the terms of this Agreement.
Transfers by General Partner. With prior written approval of a Majority Interest, the General Partner may Transfer all, but not less than all, of its Partnership Interest to any Person. The General Partner may Transfer its Partnership Interest to an Affiliate of the General Partner without the approval of any other Partner. Any Transfer by the General Partner of its Partnership Interest under this Section 7.1(b) to an Affiliate of the General Partner or any other Person shall not constitute a withdrawal of the General Partner under Section 7.2(a), Section 8.1(b), or any other provision of this Agreement. If any such Transfer is deemed to constitute a withdrawal under such provisions or otherwise and results in the dissolution of the Partnership under this Agreement or the laws of any jurisdiction to which the Partnership or this Agreement is subject, the Partners hereby unanimously consent to the reconstitution and continuation of the Partnership immediately following such dissolution, pursuant to Section 8.2.
Transfers by General Partner. The General Partner may not sell, exchange, encumber, pledge, gift, distribute, assign or transfer all or any portion of its Units without the consent of all of the Limited Partners; provided, however, that the General Partner may transfer such Units to a successor General Partner in the event of a removal effectuated pursuant to Section 9.1.
Transfers by General Partner. The General Partner may Transfer all or ---------------------------- any part of its Partnership Interest to an Assignee to be admitted to the Partnership as a General Partner or as a Limited Partner if all of the following conditions are met:
(a) The Limited Partners consent in writing to the Transfer and the admission of the Assignee as a General Partner or Limited Partner;
(b) The Assignee agrees in writing to be bound by the provisions of this Agreement and the Certificate;
(c) The Assignee executes any and all documents, including an amendment to this Agreement and the Certificate, required to effectuate or evidence its admission to the Partnership as a General Partner;
(d) The Partnership has received an opinion of counsel to the affect that the contemplated Transfer and admission of the Assignee as a General Partner or Limited Partner, as the case may be, will not cause the termination of the Partnership for federal income tax purposes or cause the Partnership not to be treated as a partnership for federal income tax purposes;
(e) The Assignee reimburses the Partnership for all reasonable costs and expenses (including reasonable attorney's fees) incurred in connection with the Transfer and admission; and
(f) The Assignee is not a minor or legally incompetent.
Transfers by General Partner. Other than Transfers by the General Partner to one or more General Partner Affiliates, the General Partner may not Transfer its Interest in the Partnership without the prior written consent of all of the Limited Partners. Notwithstanding the foregoing, the General Partner may assign, in part, its right to receive distributions (and the Income related thereto) under Section 4.2(c) without the consent of any Partner.
Transfers by General Partner. The General Partner ---------------------------- may not transfer its Partnership interest or admit an additional General Partner without first procuring the prior unanimous written consent of all the Limited Partners, which consent may be withheld by the Limited Partners in their sole and absolute discretion. Notwithstanding the unanimous consent of all of the Limited Partners, the Substitute General Partner or additional General Partner must accept and assume all of the terms and provisions of this Agreement. Failure to so agree or perform said acts by the Substitute General Partner or additional General Partner renders the transfer or admission null and void without force or effect. In the case of a corporation substituted General Partner, a certified copy of the resolution of its Board of Directors authorizing it to become a General Partner under the terms and provisions of this Agreement must be furnished.
Transfers by General Partner. (a) The General Partner may not Transfer all or any part of its Interest in the Partnership without the prior written consent of Partners holding at least 75% of the total Capital Account balances of all Partners excluding the General Partner.
(b) The General Partner shall not admit any Person as a substitute or additional General Partner of the Partnership without the prior written consent of Partners holding at least 75% of the total Capital Account balances of all Partners excluding the General Partner.
Transfers by General Partner. Subject (until the Discharge Date) to the terms of the Finance Documents, the General Partner may sell, exchange, encumber, pledge, gift, distribute, assignor transfer all or any portion of its Interests without the consent of all of the Limited Partners; provided, however, that the General Partner may transfer such Interest to a successor General Partner in the event of a removal effectuated pursuant to Section 9.1.
Transfers by General Partner. The transfer of a General Partner’s Interest shall be subject to the provisions of this Section 9.4 in addition to the other provisions of this Article IX.
Transfers by General Partner. The General Partner covenants and agrees that it shall not without the approval of the Limited Partners given by way of Standard Vote sell, assign or otherwise transfer, pledge or encumber any Interest held by it. Notwithstanding the foregoing, the General Partner shall be entitled to sell, assign or otherwise transfer all of its Interests to an Affiliate (an “Affiliated Transferee”) that becomes the General Partner in accordance with Section 19.1(b) without the approval of the Limited Partners, provided that: (i) such transferee must continue to be an Affiliate for such time as it is the General Partner hereunder; (ii) the transferor shall remain liable for the obligations of a holder of the transferred Interests; (iii) such transferee is resident in Canada or, if such transferee is a partnership, is a Canadian partnership within the meaning of the Tax Act; and (iv) following such transfer, the Partnership will not be a Financial Institution.
