Withdrawal; No Dissolution. The Limited Partner shall not have any right to withdraw from the Partnership without the prior written consent of the General Partner, nor shall the Limited Partner have any right to Transfer any or all of its Partnership Interest to a third party other than to an Affiliate that has agreed to accept the terms of this Partnership Agreement pursuant to Section 10.3. The withdrawal of the Limited Partner, or the Transfer of all of its Partnership Interest to an Affiliate, shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the profits and losses of the Partnership, to receive distributions of Partnership funds and to Transfer its Partnership Interest pursuant to Article X hereof shall, on the happening of such an event, devolve on such Limited Partner's successor-in-interest subject to the terms and conditions of this Partnership Agreement, and the Partnership shall continue as a limited partnership. Notwithstanding the foregoing, the transferor of such Partnership Interest shall not be released from liability to the Partnership for any materially false statement made, or caused to be made, by such transferor in the Certificate of Limited Partnership. In no event shall such successor-in-interest become the substituted Limited Partner, except in accordance with Article X hereof.
Appears in 2 contracts
Samples: Management Agreement, Management Agreement (Universal City Development Partners LTD)
Withdrawal; No Dissolution. The Limited Partner shall not have any right to withdraw from the Partnership without the prior written consent of the General Partner, nor shall the Limited Partner have any right to Transfer any or all of its Partnership Interest to a third party other than to an Affiliate that has agreed to accept the terms of this Partnership Agreement pursuant to Section 10.3. The withdrawal of the Limited Partner, or the Transfer of all of its Partnership Interest to an Affiliate, shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the profits and losses of the Partnership, to receive distributions of Partnership funds and to Transfer its Partnership Interest pursuant to Article X hereof shall, on the happening of such an event, devolve on such Limited Partner's ’s successor-in-interest subject to the terms and conditions of this Partnership Agreement, and the Partnership shall continue as a limited partnership. Notwithstanding the foregoing, the transferor of such Partnership Interest shall not be released from liability to the Partnership for any materially false statement made, or caused to be made, by such transferor in the Certificate of Limited Partnership. In no event shall such successor-in-interest become the substituted Limited Partner, except in accordance with Article X hereof.
Appears in 2 contracts
Samples: www.sec.gov, Management Agreement (Universal City Travel Partners)