Assigning Partner definition

Assigning Partner means a Partner who has assigned a beneficial interest in that Partner's partnership interest, the Assignee of which has not become a "Substituted Limited Partner."
Sample 1Sample 2Sample 3
Assigning Partner has the meaning set forth in Section 9.3 hereof.
Sample 1Sample 2Sample 3
Assigning Partner means a Partner who by means of a Transfer has transferred its Partner’s Partnership Interest in the Partnership to an Assignee.
Sample 1

Examples of Assigning Partner in a sentence

  • Any assignment made to anyone, not admitted as a Substituted Partner, shall be effective only to give the Assignee the right to receive the share of profits to which the Assigning Partner would otherwise be entitled, shall not relieve the Assigning Partner from any liability under any agreement to make additional capital contributions, shall not relieve the Assigning Partner from liability under the provisions of this Agreement, and shall not give the Assignee the right to become a Substituted Partner.

  • Because the complaint expressly asked the court to invalidate federal regulation, a substantial and disputed federal issue was necessarily presented on the face of the complaint.

  • The Assignee shall not be admitted as a Substituted Partner without the approval of the General Partner or, if the General Partner is the Assigning Partner, without the approval of fifty-one percent (51%) of the Limited Partners.

  • Without limiting the generality of the foregoing, the successor(s)-in-interest of the Assigning Partner shall have only the rights to the allocations provided in Article IV and the distributions provided in Article V.

  • REFUSAL (a) If one Partner (hereinafter the "Assigning Partner") receives a bona fide offer from a third party to purchase the Assigning Partner's interest in the Partnership at a specified price and under specified terms and conditions that the Assigning Partner is willing to accept, then the Assigning Partner shall promptly give notice to the other Partner of the offer.

  • Such notice shall be sent by the Assigning Partner for each and every BONA FIDE offer received, including any changes in the price or terms and conditions of previously received bona fide offers.

  • If the Partners are unable to arrive at such valuation within thirty (30) days after notice of the other Partner's exercise of its right of first refusal, then the Assigning Partner may proceed to sell to the third party without further obligation to the other partner under this Section.

  • Assigning Partner hereby incorporates all of its warranties and representations set forth in the Contribution Agreement with respect to the Existing Interest as if set out herein in full, which shall survive the execution and delivery of this Agreement and which shall be without limitation on any of the terms, provisions, rights or remedies applicable to the Contribution Agreement.

  • The Remaining Partners' option to purchase shall be exercised by giving written notice to the Assigning Partner.

  • To the extent that neither the Partnership nor the Remaining Partners elect to exercise their options pursuant to Section 8.4(3)(a) and Section 8.4(3)(b), then the Assigning Partner shall be free to sell, transfer or otherwise dispose of such Limited Interest to the Person or Persons specified in the Offer, but only for forty-five (45) days after complying with the general conditions of Section 8.4(1) for transfers have been met and such compliance is confirmed by the General Partners.


More Definitions of Assigning Partner

Assigning Partner means any Partner who proposes to assign his, her or its Interest in the Partnership pursuant to Section 8.4, whether such assignment is to an Immediate Family Member or to a third party.
Sample 1
Assigning Partner means a Partner who has assigned a beneficial interest in that Partner's partnership interest, the ...
Sample 1

Related to Assigning Partner

  • Departing Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

  • Selling Partner has the meaning set forth in Section 8.5.

  • Managing Partner means Geodyne Production Company, a Delaware corporation, and any other Person admitted as additional or Substituted Managing Partner pursuant to Article Six of this Agreement.

  • Exchanging Partner has the meaning provided in Section 8.05(a) hereof.

  • Dating partner means any person involved in an intimate association with another individual that is primarily characterized by the expectation of affectionate involvement, whether casual, serious, or long-term.

  • Departing General Partner means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or Section 11.2.

  • Masterworks Investor refers to an affiliate of Masterworks that has raised capital from unaffiliated third party investors to invest the proceeds in a diversified collection of artwork and which acquires Class A Ordinary Shares as part of such investment strategy.

  • Redeeming Partner has the meaning set forth in Section 8.6.A.

  • Hosting Partners means companies who entered into an agreement with CIPC in the areas of application management; application hosting, application service provision, and marketplace hosting are incorporated in this category.

  • Trading Partner means any external computer interoperating with a Licensed Component through one or more protocols, one or more networks, or one or more adapters;

  • Sub-Advisor shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.

  • Lead Partner means the lead partner of a joint venture, as described in Sub-Clause

  • General Partner means the Company or its successors as general partner of the Partnership.

  • Implementing Partner or “IP” means [full name of Implementing Partner, followed by address].

  • Intimate partner means: (a) Spouses, or domestic partners; (b) former spouses, or former domestic partners; (c) persons who have a child in common regardless of whether they have been married or have lived together at any time; (d) adult persons presently or previously residing together who have or have had a dating relationship; (e) persons sixteen years of age or older who are presently residing together or who have resided together in the past and who have or have had a dating relationship; and (f) persons sixteen years of age or older with whom a person sixteen years of age or older has or has had a dating relationship.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Contributing Partner means each Partner contributing (or deemed to have contributed on termination and reconstitution of the Partnership pursuant to Section 708 of the Code or otherwise) a Contributed Property.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Investor Limited Partner means any Limited Partner so designated at the time of its admission as a partner of the Partnership.

  • Interest Holder means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

  • Non-Managing Member means any Member other than the Managing Member.

  • Surviving General Partner has the meaning set forth in Section 7.01(d) hereof.

  • Business Partner means a legal entity that requires use of a Cloud Service in connection with Customer’s and its Affiliates’ internal business operations. These may include customers, distributors, service providers and/or suppliers of Customer.

  • Defaulting Partner shall have the meaning set forth in Section 9.1.

  • Co-licensed partner means a person who, with at least one other person, has the right to engage in