Transfers of Partnership Interests. Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.
Transfers of Partnership Interests. Section 4.1.
Transfers of Partnership Interests. Upon the transfer by any Partner of any part or all of its Partnership Interest in accordance with the terms of this Agreement, the proportionate amount of its respective Capital Account shall be transferred to the transferee.
Transfers of Partnership Interests. (a) Except as otherwise provided herein, no Partner shall sell, transfer (by operation of law or otherwise), assign, dispose of, pledge or hypothecate any interest in the Partnership to any person or entity, without the written consent of the other Partner. Any transfer, pledge or hypothecation of the interest of a Partner in violation of the provisions of this Section 12 shall be null and void and shall not vest any purported transferee with any interest in the Partnership or rights as to profits or distributions.
(b) In the event any Partner (the “Selling or Transferring Partner”) desires to Transfer any interest (“Partnership Interest”) in the Partnership to any person, the Selling Partner must first give written notice offering such Partnership Interest to the other Partner (the “Non-Selling or Non-Transferring Partner”), which notice shall specify the following:
(1) The name of the proposed transferee of the Partnership Interest;
(2) A description of the Partnership Interest proposed to be transferred;
(3) The proposed consideration for the Transfer of the Partnership Interest; and
(4) All other terms and conditions for the proposed Transfer.
(c) For a period of thirty (30) days from the date of mailing of the notice, the Non-Selling Partner shall have the right, but not the obligation, to purchase the Partnership Interest proposed to be transferred upon the same terms and conditions as set forth in the notice. In order to exercise its rights hereunder, however, the Non-Selling Partner must purchase the entire Partnership Interest proposed to be transferred.
(d) In the event that the Non-Selling Partner does not notify the Selling Partner of its election to purchase the entire Partnership Interest referred to in the notice and tender in accordance with the terms of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell the Partnership Interest described in the notice to the transferee specified in the notice * in strict accordance with the terms and conditions set forth in the notice.
Transfers of Partnership Interests. (a) No Partnership Interest shall be Transferred, in whole or in part, except (i) pursuant to a Permitted Transfer or (ii) following compliance with Section 10.2, and in either case in compliance with Section 10.4(a).
(b) Each Transfer of a Partnership Interest, in whole or in part, shall be made in accordance with the terms and conditions set forth in this Article 10 and Article 11. Any Transfer or purported Transfer of any Partnership Interest not made in accordance with this Article 10 and Article 11 shall be null and void ab initio.
Transfers of Partnership Interests. In the event of a transfer by a Partner of all or part of such Partner’s Partnership interest in accordance with the terms and conditions of this Agreement, or in the event of any increase or decrease in the interest of any Partner, whether arising out of the entry of a new Partner, the liquidation (partial or whole) of any Partner’s interest, or otherwise, the share of the profits and losses of the respective Partners, and each item of income and expense related thereto, shall be determined by the “pro-rata method” described in Regulations section 1.706-l(c)(2)(ii), and all such items for the entire Fiscal Year shall be allocated between the disposing and transferee Partner according to the portion of the Fiscal Year that the interest in the Partnership was held by each.
Transfers of Partnership Interests. The transfer of an interest in the Partnership shall mean the transfer, alienation, sale, assignment, pledge or other disposition or encumbrance of all or any part of an existing interest in the Partnership, whether voluntarily or involuntarily, whether for or without consideration, and includes a transfer by death or incompetency of a Partner, by operation of law, by bankruptcy of a Partner, by foreclosure or judicial sale or otherwise. In the event of the transfer of all or any part of the interest in the Partnership of a Partner in accordance with this Agreement, this Agreement shall be amended as necessary to reflect the transfer of the interest.
Transfers of Partnership Interests. 7.1 Transfer of Limited Partnership Interests
(a) No Limited Partner may Transfer all or any part of such Partner’s Partnership Interest or Partnership Group Interest to any Person except:
(i) to a Permitted Transferee pursuant to Section 7.2;
(ii) pursuant to the terms of Section 7.8;
(iii) pursuant to the terms of Section 7.9;
(iv) pursuant to the terms of Section 7.10; or
(v) pursuant to the terms of Section 7.11; provided, however, any such Transfer under (i)-(v) above shall comply with the terms of Section 7.1(b). Any purported Transfer of all or any portion of a Partnership Interest or Partnership Group Interest in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner’s Partnership Interest in accordance with this Section 7.1, no Limited Partner shall have the right to withdraw as a Partner of the Partnership.
(b) As a condition to a Transfer by a Class A Partner (other than PAGP or the General Partner) of any Class A Units to a transferee as permitted under Section 7.1(a)(i) or (ii) (a “Partnership Transfer”), such Class A Partner shall simultaneously Transfer to such transferee the same number of PAGP Class B Shares and the same number of Holdings GP Units (each group of one Class A Unit, one PAGP Class B Share and one Holdings GP Unit collectively being referred to herein as a “Partnership Group Interest”). For the avoidance of doubt, it is intended that the Class A Units (other than those held by PAGP or the General Partner) may only be Transferred together with the same number of PAGP Class B Shares and the same number of Holdings GP Units (subject to the last sentence of this Section 7.1(b)), and that if for any reason the Transfer of such PAGP Class B Shares and Holdings GP Units does not occur simultaneously with the Partnership Transfer, then the Partnership Transfer shall be null and void and of no force and effect. Notwithstanding any other provision of this Agreement, (x) Converted Class A Units may be Transferred without a simultaneous Transfer of Holdings GP Units and (y) Class A Units shall be Transferred to the Partnership pursuant to Section 7.11 only with the simultaneous cancellation of the corresponding PAGP Class B Shares and Transfer by such Member to PAGP of the corresponding Holdings GP Units.
(c) Notwithstanding any other provision of this Agreement, no Limited Partner may pledge, mortgage or otherwise subject its Partnership Group Intere...
Transfers of Partnership Interests. (a) No General Partner shall Transfer all or any part of its Partnership Interest, except as provided in this Agreement. Any purported Transfer of a Partnership Interest by a General Partner in violation of the terms of this Agreement shall be null and void and of no effect.
(b) A General Partner shall have the right to Transfer (but not to substitute the transferee as a General Partner in such General Partner’s stead) all or any part of such General Partner’s Partnership Interest provided that (i) the Transfer would not result in the “termination” of the Partnership pursuant to Section 708 of the Code, and (ii) all the remaining General Partners (if any) and a Limited Partner Supermajority have consented in writing to such Transfer and transferee. Any transferee desiring to make a further Transfer shall be subject to all of the provisions of this Article XI to the same extent and in the same manner as any General Partner desiring to make any Transfer. The Limited Partners hereby consent to any Transfer made in accordance with the provisions of this Section 11.l(b).
(c) A Person shall not cease to be a General Partner upon the assignment of all of such General Partner’s Partnership Interest unless and until the transferee(s) thereof has (have) been admitted to the Partnership as a successor general partner pursuant to Section 11.3(a) below. Upon such admission, the successor general partner automatically shall be deemed to have exercised a right to carry on the Partnership, and the Partnership shall not be deemed to have dissolved and be required to wind up its affairs.
Transfers of Partnership Interests. 16 7.1 Transfer of Limited Partnership Interests............. 16 7.2
