Common use of Assignment of a Limited Partner's Interest Clause in Contracts

Assignment of a Limited Partner's Interest. (a) Except as otherwise provided in this Agreement, an assignee of the whole or any portion of a Partner's interest in the Partnership shall not have the right to become a Partner in place of its assignor unless (i) its assignor shall have designated such intention in the instrument of assignment; (ii) the written consent of the other Partners to such substitution shall have been obtained, which consent, in the other Partners' absolute discretion, may be withheld; (iii) the assignment instrument shall have been in form and substance satisfactory to the other Partner; (iv) the assignor and assignee named therein shall have executed and acknowledged such other instrument or instruments as the other Partners may deem necessary or desirable to effectuate such admission; and (v) the assignee shall have accepted, adopted and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended. (b) In any event, the Partnership and the other Partners shall be entitled to treat an assignor of a Partner's interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor, until such time as the foregoing requirements have been satisfied. (c) The Partnership shall, upon satisfaction of the foregoing requirements, thereafter pay all further distributions or profits or other compensation by way of income or return of capital on account of the interest so assigned to the assignee. In the absence of notice to the other Partners and approval thereof in writing by them of the assignment of a Partner's interest, whether by operation of law or otherwise, any payment to an assigning Partner, or to his assigns, executors, administrators, or legal representative, shall acquit the Partnership of liability to the extent of such payment as to any other person, whether claiming as a remote or immediate assignee of the Partner, or by reason of its death, legal disability, bankruptcy, insolvency, or otherwise. (d) All costs (including, without limitation, legal and other professional fees) incurred by the Partnership, the other Partners, and the assigning Partner relating to any transfer contemplated by this Article IX, shall be charged to, and shall be the sole expense of, the assigning Partner.

Assignment of a Limited Partner's Interest. (a) Except as otherwise provided in this Agreement, an assignee of the whole or any portion of a Partner's interest in the Partnership shall not have the right to become a Partner in place of its assignor unless (i) its assignor shall have designated such intention in the instrument of assignment; (ii) the written consent of the other Partners to such substitution shall have been obtained, which consent, in the other Partners' absolute discretion, may be withheld; (iii) the assignment instrument shall have been in form and substance satisfactory to the other Partner; (iv) the assignor and assignee named therein shall have executed and acknowledged such other instrument or instruments as the other Partners may deem necessary or desirable to effectuate such admission; and (v) the assignee shall have accepted, adopted and approved in writing all of the terms and provisions of this Agreement, as the same may have been amended. (b) In any event, the Partnership and the other Partners shall be entitled to treat an assignor of a Partner's interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to such assignor, until such time as the foregoing requirements have been satisfied. (c) The Partnership shall, upon satisfaction of the foregoing requirements, thereafter pay all further distributions or profits or other compensation by way of income or return of capital on account of the interest so assigned to the assignee. In the absence of notice to the other Partners and approval thereof in writing by them of the assignment of a Partner's interest, whether by operation of law or otherwise, any payment to an assigning Partner, or to his assigns, executors, administrators, or legal representative, shall acquit the Partnership of liability to the extent of such payment as to any other person, whether claiming as a remote or immediate assignee of the Partner, or by reason of its death, legal disability, bankruptcy, insolvency, or otherwise. (d) All costs (including, without limitation, legal and other professional fees) incurred by the Partnership, the other Partners, and the assigning Partner relating to any transfer contemplated by this Article IX, shall be charged to, and shall be the sole expense of, the assigning Partner.whether