Transferring Limited Partner definition
Examples of Transferring Limited Partner in a sentence
The Transferring Limited Partner shall cease to be a Limited Partner upon the occurrence of both the transfer of all of its, his or her Interests to an Assignee and the admission to the Partnership of such Assignee as a substitute Limited Partner.
Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the Transferring Limited Partner hereunder.
The Special Limited Partner shall have ten (10) Business Days upon which to give the Transferring Limited Partner notice of its election to acquire the Partnership Units on the terms set forth in such notice.
If it does not so elect, the Transferring Limited Partner may Transfer such Partnership Units to a third party, on terms no more favorable to the transferee than the proposed terms, subject to the other conditions of this Section 11.3.
The Transferring Limited Partner (or the Limited Partner’s estate in the event of the Limited Partner’s death) shall give written notice of the proposed Transfer to the Managing General Partner and the Special Limited Partner, which notice shall state (i) the identity and address of the proposed transferee and (ii) the amount and type of consideration proposed to be received for the Transferred Partnership Units.
Upon the Transfer of an LP Unit being recorded on the Register and the Transferee becoming a Limited Partner, the Transferring Limited Partner of the LP Unit will be relieved of any further liability in respect of the LP Units Transferred that arises out of any matter occurring after the date of the amendment to the Record reflecting such Transfer.
Following receipt of such notification, the General Partner may require that the Associate Transferee Disposes of the interest in the Partnership (the subject of the original Disposition) back to the Transferring Limited Partner.
At the closing, the Transferring Limited Partner or other Person or Persons holding the Partnership Interests to be transferred will duly execute and deliver the certificates evidencing the Partnership Interests to the Partnership, in proper form for transfer, free and clear of all liens, adverse claims and encumbrances, except as contained in this Agreement.
Any non-transferring Partner, in addition to any other remedies available under this Agreement and at law, in equity and otherwise, may seek to enjoin any such purported Transfer in violation of the provisions of this Article, and the Transferring Limited Partner, or its legal representative, agrees to submit to the jurisdiction of any court of the State of Illinois and to be bound by any order of such court enjoining such purported Transfer.
If the Transferring Limited Partner does not give the Partnership written notice of the Partnership Interests to be transferred, then the Partnership may exercise the right and option described in Section 9.2(b) at any time.