Assigning Partner definition
Examples of Assigning Partner in a sentence
The Partnership shall continue with the same basis and capital accounts for the Assignee as was attributable to the Assigning Partner.
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.
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.
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.
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.
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.
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.
By: Name: Title By: Name: Title By: Name: Title: By: Name: Title By: Name: Title By: Name: Title: Interests Acquired by Interests Acquired Assigning Partner Interests Assigned GHP1, Inc.
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 Partners.