Assignment by Partners Clause Samples
The "Assignment by Partners" clause governs whether and how partners in a partnership may transfer their rights or interests to others. Typically, this clause outlines any restrictions on assigning partnership interests, such as requiring the consent of all partners or prohibiting assignment altogether unless certain conditions are met. For example, a partner may be prevented from transferring their share to an outside party without approval, ensuring that all partners have a say in who joins the partnership. The core function of this clause is to maintain control over partnership membership and protect the interests of existing partners by preventing unwanted or unapproved assignments.
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Assignment by Partners. (a) No Partner's interest in the Partnership shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, as a whole or in part, unless (i) such Partner makes an assignment pursuant to a Permitted Transfer, (ii) if such assigning Partner is the General Partner or Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ch Partner obtains the prior written consent of a Super Majority Interest of the Limited Partners, or (iii) if such assigning Partner is a Limited Partner other than Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇ch Partner obtains the prior written consent of the General Partner, and any attempt by a Partner to assign its interest other than pursuant to a Permitted Transfer or obtaining the requisite consent required pursuant to subsection (ii) or (iii), as applicable, shall be void ab initio.
(b) Except in any instance in which Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ll make a Permitted Transfer or in any instance in which Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇igns a Partnership interest consisting of a Sharing Ratio of less than two percent in one transaction or in a series of transactions, Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇eby covenants and agrees with the other Partners that after December 31, 1996, he will not make an assignment of his interest in the Partnership unless he and the General Partner shall allow each other Limited Partner the right to assign up to the same proportion of such Limited Partner's interest upon the same terms and conditions. In the event that Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇ires to make any such assignment other than pursuant to a Permitted Transfer, he shall provide each Limited Partner with notice of the terms of such assignment, including the identity of the assignee, the Partnership interest that he desires to assign, and the consideration for such assignment. Within ten days after each Limited Partner's receipt of such notice, each Limited Partner shall notify Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ writing of its election to assign such portion of its Partnership interest. If any Limited Partner makes such election, such Limited Partner shall assign its pro rata portion of its interest in the Partnership on the same terms and conditions described in the original notice provided by Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇. ▇▇ Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇s not receive any Limited Partner's notice of such election within the above-described time period, or, if any Limited Partner notifies Rich▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇ writing that such Limited Partner will not make such election to participate in such assignment, Rich▇▇...
Assignment by Partners. (a) No Partner's interest in the Partnership or rights therein shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of the other Partners; provided, however, that each of Natural Gas Partners, L.P., a Delaware limited partnership, and Natural Gas Partners II, L.P., a Delaware limited partnership, shall have the right to assign its respective interest to its respective partners
(b) Unless an assignee of an interest in the Partnership becomes a substituted Partner in accordance with the provisions set forth below, such assignee shall not be entitled to any of the rights granted to a Partner hereunder, other than the right to receive allocations of income, gains, losses, deductions, credits and similar items and distributions to which the assignor would otherwise be entitled, to the extent such items are assigned.
(c) An assignee of an interest in the Partnership shall become a substituted Partner entitled to all of the rights of a Partner if, and only if, (i) the assignor gives the assignee such right, (ii) the General Partner and Limited Partners whose combined Sharing Ratios exceed 80% of the Sharing Ratios of all Limited Partners consent in writing to such substitution, the granting or denying of which shall be in such Partners' sole discretion, (iii) the assignee executes and delivers such instruments, in form and substance satisfactory to the General Partner (if the assignee is the assignee of a Limited Partner), or 80% in interest of the Limited Partners (if the assignee is the assignee of the General Partner), as the General Partner (or 80% in interest of the Limited Partners, as the case may be) may deem necessary or desirable to effect such substitution and to confirm the agreement of the assignee to be bound by all of the terms and provisions of this Agreement, and (iv) if the General Partner so requires, the assignee reimburses the Partnership for any costs incurred by the Partnership in connection with such assignment and substitution. Upon the satisfaction of such requirements, such assignee shall be admitted as of such date as shall be provided for in any document evidencing such assignment as a substituted Partner of the Partnership.
(d) The Partnership and the General Partner shall be entitled to treat the record owner of any Partnership interest as the absolute owner thereof in all respects and shall incur no liability for distributions of cash...
Assignment by Partners. Section 9.2. Right of First Refusal and Tag-Along Rights 27 Section 9.3. Drag-Along Rights 29 Section 9.4. Involuntary Transfers 30 Section 9.5. Termination 30 Section 9.6. Spouses of Partners 30 Section 9.7. Removal of the General Partner 30 ARTICLE X. Miscellaneous 31 Section 10.1. Notices 31 Section 10.2. Amendment 32 Section 10.3. Partition 32 Section 10.4. Entire Agreement 32 Section 10.5. Severability 32 Section 10.6. No Waiver 32 Section 10.7. Applicable Law 33 Section 10.8. Successors and Assigns 33 Section 10.9. Counterparts 33 Section 10.10. Legal Counsel 33 Section 10.11. Power of Attorney 33 Exhibit A — Partner Capital Contributions, Units and Sharing Ratios Exhibit B —Form of Addendum Agreement Exhibit C — Form of Spousal Consent THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of ▇▇▇▇▇▇▇▇▇ Resource Partners, L.P. (the “Partnership”), dated as of October 1, 2011, is made by and among Elk Creek GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, and Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), and Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown VIII,” and together with Yorktown VII, “Yorktown”), as the limited partners of the Partnership (sometimes individually referred to as a “Limited Partner” and collectively as the “Limited Partners”). Capitalized terms used herein and not defined shall have those meanings ascribed to them in the Original Agreement and elsewhere in this Agreement.
Assignment by Partners. (a) In addition to any restrictions that are imposed under applicable securities laws, no Partner’s interest in the Partnership or rights therein, including any interest in a Unit (the “Partnership Interest”), shall be Transferred, in whole or in part, without the prior written consent of the Partnership and a Supermajority Interest of the Partners; provided, however, that any Partner may assign its Partnership Interest without obtaining such consent pursuant to (i) an Excluded Affiliate Transfer, or (ii) a Transfer that is otherwise permitted pursuant this Agreement. Any attempt by a Partner to Transfer its Partnership Interest in violation of the immediately preceding sentence shall be void ab initio. Notwithstanding anything herein to the contrary, unless otherwise agreed to in writing by the Partnership (with approval by the General Partner), no Transfer of Partnership Interests (including Units) otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in the form attached hereto as Exhibit B (an “Addendum Agreement”) in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby.
(b) Unless an assignee of a Partnership Interest becomes a substituted Partner in accordance with the provisions set forth below, such assignee shall not be entitled to any of the rights granted to a Partner hereunder, other than the right to receive allocations of income, gains, losses, deductions, credits, and similar items and distributions to which the assignor would otherwise be entitled, to the extent such items are assigned. The Partnership shall be entitled to treat the record holder of any Partnership Interest as the absolute Partner thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such Partner until such time as the assignee of such Partnership Interest has become a substituted Partner as provided herein.
(c) Any person that acquires Units pursuant to a Transfer of Units to such person by a Partner strictly in accordance with this ARTICLE IX and the other provisions of this Agreement or pursuant to an issuance to such person by the Partne...
Assignment by Partners. 19 12.2.1 Unauthorized Assignments Void.........................................19 12.2.2 GENERAL PARTNER'S Right of First Refusal..............................20 12.2.3
Assignment by Partners. A Limited Partner may transfer any of his Limited Partnership Interest subject to the conditions set forth in Sections 8.2, 8.7 and 8.8. The assignee of such Partner shall be admitted as a substituted limited partner, as the case may be, however, only after the conditions of Section 8.6 have been met.
Assignment by Partners. 25 ARTICLE X
Assignment by Partners. Section 9.1 of the Partnership Agreement is hereby amended to read in its entirety as follows: No Partner's interest in the Partnership or rights therein shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, under any circumstances. Any attempt by a Partner to assign its interest shall be void ab initio.
Assignment by Partners. Except as provided in Article XI, or Sections 10.5 or 5.2, and except for any transfer by the Class A Limited Partner of all or any portion of its interest in the Partnership to any Affiliate of such Limited Partner, no Limited Partner may transfer his interest in the Partnership, voluntarily or involuntarily, unless such Limited Partner complies with the right of refusal provisions contained in Section 10.4. No such assignee shall become a Partner of the same class as his assignor unless:
(a) such person executes an instrument reasonably satisfactory to the General Partner accepting and adopting the terms and provisions of this Agreement; and
(b) in the case of assignments other than by operation of law, the assignor states his intention in writing to have his assignee become a Partner of the same class; and
(c) such assignee executes a Power of Attorney as described in Article XII and such other documents as the General Partner may reasonably require; and
(d) all expenses and costs relating to the assignment, including the General Partner's attorneys' fees, shall be paid by the assignor or assignee; and
(e) except for employees of DMCS who acquire their Class B Limited Partner interest in the Partnership pursuant to Section 5.2, the transferee is not a person or entity (i) which owns, operates or franchises convenience stores and/or gasoline stations (a "Competing Person") or (ii) which controls, is controlled by, or is under common control with a Competing Person. If the foregoing conditions are not complied with, the Partnership need not recognize such assignment for any purpose. The assignment by a Limited Partner or by an assignee of a Limited Partner, shall become effective on the day of receipt by the General Partner of evidence of such assignment and of compliance with this Section 10.3.
Assignment by Partners. Any Partner may freely sell, assign or transfer all or any part of such Partner’s Units or other interests in the Company, and the creation of any pledge, security interest, mortgage, encumbrance or other restriction on the Partnership Units is expressly permitted.