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 written approval of a Majority Interest, the General Partner may transfer all, but not less than all, of its Partnership Interest to any Person. 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 of this Agreement.
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. 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. Except as otherwise provided herein, the General Partner shall have the right to sell, assign, pledge, transfer, hypothecate or otherwise dispose of all or any part of its interests in and to the Limited Partnership, the General Partner and their capital, profits and losses, without the prior written consent of the Limited Partners.
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. Except as provided in Section 10.3, the assignee of a General Partner Unit shall not be admitted as a substitute General Partner without the written consent of all the other Partners. In no event shall the assignee of any Partnership Units from a General Partner become, or exercise the rights of a Limited Partner unless the remaining General Partner, if any, in their sole discretion jointly permit the assignee to become a substitute Limited Partner with respect to such transferred Units and the assignee executes a copy of or joinder to this Agreement. The General Partner shall not Transfer its Partnership Units in a manner such that the Partnership would have no General Partner after such Transfer.
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.