Transfers by Limited Partner. The Limited Partner may not sell, exchange, encumber, pledge, gift, distribute, assign or transfer all or any part of its Partnership Interest without the consent of the General Partner.
Transfers by Limited Partner. Except as otherwise set forth in this Article XII, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of his interest in the Partnership without the consent of the General Partner. The General Partner, for reasonable cause, may withhold its consent to any transfer for which such consent is required. A Limited Partner, with the prior consent of the General Partner, may sell or otherwise assign his interest in the Partnership if the following conditions are satisfied:
Transfers by Limited Partner. (a) Subject to any restrictions on transferability required by law or contained elsewhere in this Agreement, a Limited Partner may transfer such Limited Partner's entire interest in the Partnership upon satisfaction of the following conditions: coopergeorge2 (i) The transfer shall be by bequest, or by operation of the laws of intestate succession, or shall be made to an existing Partner in the Partnership, or /ii) Be approved in writing by the General Partner, which approval shall be withheld only if the proposed transfer does not comply with the requirements of this Section 14.3. (b) No sale, exchange, transfer, assignment, gift, pledge, encumbrance, hypothecation or other disposition of a Limited Partner's interest in the Partnership, whether voluntary or involuntary, shall be valid or effective if, in the opinion of counsel to the Partnership, it would be likely to: (i) Violate the registration provision of the Securities Act of 1933, as amended; (ii) Violate the laws of any state, or the regulations of any government agency, applicable to such transfer; (iii) Cause all or a portion of the Partnership's property to be treated as tax-exempt use property, as defined in Section 168(h)/1 ) of the Code (unless such transfer has been previously approved by the General Partner); or (iv) Cause the Partnership to be regarded as an unincorporated association taxable as a corporation. (c) Prior to recognizing any assignment of a Limited Partner's interest that has been transferred in accordance with this Section 14.3, the General Partner may require the transferor and transferee to execute and acknowledge such reasonable and customary instruments as the General Partner may deem necessary or desirable to effect such transfer. (d) A transferee of a Limited Partner shall be entitled to the allocations and distributions attributable to the interest sold or assigned to it and the return of capital to which the transferor otherwise would have been entitled; provided, however, such transferee shall not be entitled to the other rights of a Limited Partner unless and until such transferee becomes a Limited Partner in accordance with Section 14.5. (e) A transfer of an interest complying with all the requirements of this Section 14.3 shall be effective as of the first day of the calendar month succeeding the month in which all such requirements have been satisfied. All distributions made after such effective date on account of a xxxxxx george2 -17- transferred interest shall...
Transfers by Limited Partner. Except as provided in this Section 7.1 or Section 9.3, a Limited Partner may not sell, assign, pledge, encumber or otherwise transfer all or any portion of his rights and interest in the Partnership.
