Common use of Assignment of Limited Partners' Interests Clause in Contracts

Assignment of Limited Partners' Interests. (i) Subject to Sections 15(b) and (c), a Limited Partner shall have the right to assign all or any part of his or its Interest in the Partnership only by a written assignment, the terms of which are not in contravention of any of the provision of this Agreement, which assignment has been duly executed by the assignor and assignee, received by the Partnership and recorded on the books of the Partnership. As used herein, the "Effective Date" of an assignment of a Partnership Interest shall be the date as of which all of the requirements expressed herein for an assignment shall have been met. (ii) Anything herein to the contrary notwithstanding, both the Partnership and the General Partner shall be entitled to treat the assignor of such Interest as the absolute owner thereof in all respects and shall incur no liability for distributions of cash or other property made in good faith to such assignor, until such time as the written assignment has been received by the Partnership and recorded on the books of the Partnership. However, the General Partner may not refuse to record an assignment on the books of the Partnership unless it reasonably believes the assignment to be illegal, void or otherwise not in compliance with the terms hereof. (iii) An assignee of a Limited Partner's Interest in the Partnership who does not become a Substituted Limited Partner shall be entitled to receive the distributions and allocations provided herein attributable to the Interest acquired by reason of such assignment which are distributed or allocated from and after the Effective Date of the assignment of such Interest to it, but shall have no other rights hereunder.