Transfers by the Limited Partners Sample Clauses

Transfers by the Limited Partners. A Limited Partner may not sell, transfer, assign or devise, or subject to security interest, lien or charge, all or any part of its Units, except as permitted in the Ownership Restriction Agreement, and any act in violation of this Section 10.3 shall be null and void ab initio. Any transfer of or assignment of the Units of a Limited Partner shall not dissolve the Partnership. A transferee or assignee of a Limited Partner's Units transferred or assigned in compliance with the Ownership Restriction Agreement shall be admitted as a substituted Limited Partner of the Partnership (with regard to the interest so transferred and assigned) without any further approval by the Partners.
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Transfers by the Limited Partners. (a) A Limited Partner may not Transfer its Interest in whole or in part to any Person without the prior written consent of the General Partner, which consent, solely in the case of a proposed Permitted Transfer, shall not be unreasonably withheld, and in other cases may be withheld in the sole discretion of the General Partner; provided, the General Partner may withhold its consent to any Permitted Transfer (and any such withholding of consent shall be deemed to have been reasonably withheld) (i) if, in the General Partner’s reasonable judgment the creditworthiness of the proposed Permitted Transferee is unsatisfactory in light of the obligations under this Agreement, (ii) if the General Partner reasonably believes that such Transfer would not be within (or would cause the Partnership to fail to qualify for) one or more of the safe harbors described in paragraphs (e), (f), (g), (h), or (j) of Treasury Regulation section 1.7704-1 or otherwise poses a material risk that the Partnership will be treated as a “publicly traded partnership” within the meaning of section 7704 of the Code and the regulations promulgated thereunder, (iii) if such proposed Permitted Transferee’s ownership of the Limited Partner’s Interest is reasonably likely to constitute beneficial ownership by more than one Person for purposes of Section 3(c)(1) of the 1940 Act, (iv) if the General Partner reasonably believes such proposed Permitted Transfer may cause all or any portion of the assets of the Partnership to constitute “plan assets” under ERISA or the Code or (v) if such proposed Permitted Transferee is not able to make the representations, warranties and covenants substantially similar to those made by the subscribers in the Subscription Agreements. Any such Transfer for which the General Partner has given consent (including those to Affiliates) shall be effected by the execution and delivery (by the transferor and transferee) of an instrument requiring (A) the transferor and transferee to make representations, warranties and covenants similar to those made by the subscribers in the Subscription Agreements, (B) a legal opinion in form and from counsel reasonably acceptable to the General Partner as to certain customary matters including (I) that such Transfer is in compliance with applicable federal and state securities laws, (II) that such proposed Transfer does not cause the Partnership to fail to qualify for one or more of the safe harbors described in paragraphs (e), (f), (g), (...
Sample 1
Transfers by the Limited Partners. (a) Except as set forth in Section 9.2(b) or Section 9.5, to the fullest extent permitted by law, no Limited Partner may Transfer all or any part of such Limited Partner’s Common Units without the prior written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion. Unless a Transferee is admitted as a substitute Limited Partner in accordance with Section 9.3(b), a Transfer by a Limited Partner of all or any part of such Limited Partner’s Common Units shall not release such Limited Partner from any of such Limited Partner’s obligations or liabilities hereunder or limit the General Partner’s rights with respect to such Limited Partner of any nature whatsoever arising under this Agreement; provided, that any such Transferee shall be entitled to allocations and distributions with respect to its Common Units but shall not have any of the other rights of a Limited Partner under this Agreement.
Sample 1

Related to Transfers by the Limited Partners

  • Outside Activities of the Limited Partners Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

  • Transfers by Members No holder of Units shall Transfer any interest in any Units, except Transfers (a) pursuant to and in accordance with Sections 10.02 and 10.09 or (b) approved in advance and in writing by the Manager, in the case of Transfers by any Member other than the Manager, or (c) in the case of Transfers by the Manager, to any Person who succeeds to the Manager in accordance with Section 6.04. Notwithstanding the foregoing, “Transfer” shall not include (i) an event that terminates the existence of a Member for income tax purposes (including, without limitation, a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, a sale of assets by, or liquidation of, a Member pursuant to an election under Code Sections 336 or 338, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not terminate the existence of such Member under applicable state Law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Units of such trust that is a Member) or (ii) any indirect Transfer of Units held by the Manager by virtue of any Transfer of Equity Securities in the Corporation.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Formation of Limited Partnership (a) The Partnership is formed as a limited partnership pursuant to the Certificate and this Agreement. The Partners agree that their rights, duties and liabilities will be as provided in the Delaware Act, except as otherwise provided in this Agreement. The General Partner will cause the Certificate to be executed and filed in accordance with the Delaware Act and will cause to be executed and filed with applicable governmental authorities any other instruments, documents and certificates that the General Partner concludes may from time to time be required by the laws of the United States of America, the State of Delaware or any other jurisdiction in which the General Partner determines that the Partnership should do business, or any political subdivision or agency of any such jurisdiction, or that the General Partner determines is necessary or appropriate to effectuate, implement and continue the valid existence and business of the Partnership.

  • Rights of Limited Partners Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Assignments and Transfers by the Company This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Investors, provided, however, that the Company may assign its rights and delegate its duties hereunder to any surviving or successor corporation in connection with a merger or consolidation of the Company with another corporation, or a sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation, without the prior written consent of the Required Investors, after notice duly given by the Company to each Investor.

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable.

  • Admission of Limited Partners It is expressly agreed that this Agreement may be amended from time to time to reflect the admission of additional Limited Partners and the Company shall have full power and authority to execute and file such amendments pursuant to the power of attorney contained herein. Prior to being admitted to the Partnership, a Limited Partner shall agree in writing to be bound by and comply with all provisions of this Agreement. No other person or entity shall be admitted to the Partnership except with the prior written consent of the Company.

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