Assignments of Units Sample Clauses

Assignments of Units. Assignments of Units shall be made only on the books of the Company by the record holder of the Units in question, or by such record holder's attorney in fact who has been authorized by power of attorney duly executed by the record holder and filed with the Company, and on surrender of the certificate for such Units, if any, properly endorsed and the payment of all transfer taxes thereon, if any. All Units shall in all events be Assigned only upon and subject to all of the terms and conditions of this Agreement, including Sections 9.1 and 9.2.
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Assignments of Units. A. Subject to the provisions of Section 8.4, no Unit Holder may assign, sell, transfer or exchange his Units without the approval of the General Partner. In exercising its obligations under this Section ▇.▇▇, the General Partner shall use its best effort to ensure that the terms of transfer are not in contravention of any of the provisions of this Agreement and shall not approve any transfer: (i) to a Person who makes a market in the Units; (ii) which is effected through a matching agent unless the procedures of such matching agent with respect to the transfer of Units have been approved by the General Partner as not being incident to a public trading of such securities within the meaning of Code Section 7704, 469(k) or 512(c); (iii) if such sale, assignment, transfer or exchange would be in violation of any applicable federal or state securities laws (including any applicable suitability standard and the restrictions on transfer set forth in Rule 260.141.11 of Title 10 of the California Administrative Code) or would cause the Partnership to be taxed as an entity other than a partnership under the Code; (iv) if such sale, assignment, transfer or exchange, when aggregated with all other transfers during the same taxable year of the Partnership, would result in both (a) the transfer of more than 5% of the Units (excluding Permitted Transfers) and (b) the transfer of more than 2% of the Units (excluding Permitted Transfers and transfers made through a Matching Service), unless the General Partner shall have received an opinion of counsel that such sale, assignment, transfer or exchange may be made without material adverse tax consequences to the Unit Holders. For purposes of this subsection, the "Permitted Transfers" shall mean: (1) transfers in which the basis of the Units in the hands of the transferee is determined, in whole or in part, by reference to its basis in the hands of the transferor or is determined under Section 732 of the Code; (2) transfers at death; (3) transfers between members of a family (as defined in Section 267(c) (4) of the Code); (4) the issuance of Units by or on behalf of the Partnership in exchange for cash, property or services; (5) distributions from a retirement plan qualified under Section 401 (a) of the Code; and (6)
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Assignments of Units. Assignments of Units shall be made only on the books of the Company by the record holder of the Units in question, or by such record holder's attorney in fact who has been authorized by power of attorney duly executed by the record holder and filed with the Company, and on surrender of the certificate for such Units, if any, properly endorsed and the payment of all transfer taxes thereon, if any. All Units shall in all events be Assigned only upon and subject to all of the terms and conditions of this Agreement, including Sections 9.1 and 9.2 (with respect to Common Units and Class B Units) and Section 9.7 (with respect to Class A Units).
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Assignments of Units. A. Subject to the provisions of Section 8.4, no Unit Holder (including, without limiting the generality of the use of such term elsewhere, a Substituted Limited Partner) may assign, sell, transfer, or exchange (collectively, for purposes of this Section 8.1, a "transfer") any Units without the approval of the General Partner. In exercising its obligations under this Section 8.1A, the General Partner shall use its best efforts to ensure that the terms of transfer are not in contravention of any of the provisions of this Agreement and shall not approve any transfer: (i) if such transfer is to a Person who makes a market in the Units; (ii) if such transfer would be in violation of any applicable federal or state securities laws (including any applicable suitability standard and the restrictions on transfer set forth in Rule 260.141. 11 of Title 10 of the California Administrative Code); or (iii) except for transfers by gift or inheritance, intra-family transfers, transfers resulting from family dissolutions or transfers to Affiliates, any transfer of Units that would result in the transferor's holding one or more but less than 10 Units. The General Partner shall give Notification to all Unit Holders in the event that transfers have generally been suspended. B. Any attempted transfer in contravention of the provisions of this Section 8.1 shall, unless otherwise determined by the General Partner in its sole discretion, be void and deemed ineffectual and shall not bind or be recognized by the Partnership. C. The Partnership need not recognize for any purpose any assignment of Units unless there shall have been filed with the Partnership and recorded on the Partnership's books a duly executed and acknowledged instrument of assignment, and such instrument evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement, represents that such assignment was made in accordance with all applicable laws and regulations and in all other respects is satisfactory in form and substance to the General Partner. D. In connection with any transfer, the General Partner may, in its discretion, require an opinion of counsel satisfactory in form and substance to the General Partner that such transfer would not violate any federal securities laws or any state securities or "blue sky" laws, including investor suitability standards thereunder. The Partnership need not recognize for any purpose any purported transfer of all or part of the Units, if...
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Related to Assignments of Units

  • Assignments of Agreements No assignment of Agreement may be made without the prior written approval of TIPS. Payment can only be made to the awarded Vendor or vendor assigned dealer.

  • Assignments and Transfers 18.1 Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that Freedom is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations. Notwithstanding anything to the contrary in this Section, Freedom shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) Freedom pays all bills, past due and current, under this Agreement, or (2) Freedom’s assignee expressly assumes liability for payment of such bills. 18.2 In the event that Freedom desires to transfer any services hereunder to another provider of Telecommunications Service, or Freedom desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.

  • 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.

  • Restrictions on Assignments (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

  • Assignment Agreements Each Bank may, from time to time, with the consent of the Borrower and Agent (which will not in any instance be unreasonably withheld), sell or assign to other banking institutions rated "B" or better by Thom▇▇▇▇ ▇▇▇k Watch Service a pro rata part of all of the indebtedness evidenced by the Notes then owed by it together with an equivalent proportion of its obligation to make Loans hereunder and the credit risk incidental to the Letters of Credit pursuant to an Assignment Agreement substantially in the form of Exhibit J attached hereto, executed by the assignor, the assignee and the Borrower, which agreements shall specify in each instance the portion of the indebtedness evidenced by the Notes which is to be assigned to each such assignor and the portion of the Commitments of the assignor and the credit risk incidental to the Letters of Credit (which portions shall be equivalent) to be assumed by it (the "Assignment Agreements"), provided that the Borrower may in its sole discretion withhold its consent to any assignment by a Bank to any assignee which has total capital and surplus of less than $200,000,000.00 or to any assignment by a Bank of less than all of its Commitments if as a result thereof the assignor will have Commitments hereunder of less than one half of its assigned Commitments or the assignee will have Commitments hereunder of less than $3,500,000.00 or, after giving effect thereto, there would be more than 10 Banks, further provided that nothing herein contained shall restrict, or be deemed to require any consent as a condition to, or require payment of any fee in connection with, any sale, discount or pledge by any Bank of any Note or other obligation hereunder to a Federal reserve bank. Upon the execution of each Assignment Agreement by the assignor, the assignee and the Borrower and consent thereto by the Agent (i) such assignee shall thereupon become a "Bank" for all purposes of this Agreement with a Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Bank hereunder, (ii) the assignor shall have no further liability for funding the portion of its Commitments assumed by such other Bank and (iii) the address for notices to such Bank shall be as specified in the Assignment Agreement, and the Borrower shall execute and deliver Notes to the assignee Bank in the amount of its Commitments and new Notes to the assignor Bank in the amount of its Commitments after giving effect to the reduction occasioned by such assignment, all such Notes to constitute "Notes" for all purposes of this Agreement, and there shall be paid to the Agent, as a condition to such assignment, an administration fee of $2,500 plus any out-of-pocket costs and expenses incurred by it in effecting such assignment, such fee to be paid by the assignor or the assignee as they may mutually agree, but under no circumstances shall any portion of such fee be payable by or charged to the Borrower.