ASSIGNMENT OR OTHER TRANSFER OF A PARTNERSHIP INTEREST Clause Samples

ASSIGNMENT OR OTHER TRANSFER OF A PARTNERSHIP INTEREST. 6.1 Assignment of the General Partner's Interest. (a) Subject to the other provisions of this Article 6, the General Partner may not sell, assign, transfer, pledge, encumber or otherwise dispose of (herein a "Transfer") its rights and interest as a General Partner hereunder, and the General Partner shall not have the right to substitute an assignee in its place as a General Partner, without the prior written consent of the Limited Partner and subject to the terms of the First Mortgage, the prior written consent of the holder of the First Mortgage. If such written consent shall be obtained, then the General Partner shall have the right to sell or assign all of its rights and interest as a General Partner to any person, corporation or other entity approved by the Limited Partner and such person, corporation or other entity shall become a successor General Partner. Any successor General Partner shall execute and acknowledge such instruments, in form and substance reasonably satisfactory to the Limited Partner as such Limited Partner(s) shall reasonably deem necessary or advisable to effectuate such designation and to confirm the agreement of the person, corporation or other entity so designated to act as a General Partner to be bound by all of the terms and provisions of this Agreement, as the same may have been amended from time to time and then be in force. Any such successor General Partner shall have all of the powers, rights and obligations of his predecessor. Such successor General Partner shall pay all expenses in connection with its admission, including, but not limited to, legal fees and the cost of preparing, filing and publishing any amendment of the Certificate necessary or advisable in connection therewith.
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Related to ASSIGNMENT OR OTHER TRANSFER OF A PARTNERSHIP INTEREST

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.