Limitations on Assignment or Transfer Sample Clauses

Limitations on Assignment or Transfer. (i) No transfer or assignment of any Partnership Interest may be made if such transfer or assignment, together with all other transfers and assignments of Interest within the preceding twelve months would, in the opinion of counsel for the Partnership, result in a termination of the Partnership for purposes of Section 708 of the Internal Revenue Code of 1986 or any comparable provision then in effect. (ii) No transfer or assignment of any Partnership Interest may be made if, in the opinion of counsel for the Partnership, such transfer or assignment would violate the Securities Act of 1933, as amended, or applicable state securities laws or any other applicable provision of law in any respect. (iii) No transfer or assignment of any Partnership Interest may be made if, in the opinion of counsel for the Partnership, such transfer and assignment would cause the Partnership to be treated as an association taxable as a corporation rather than as a partnership subject to the provisions of Subchapter K of the Internal Revenue Code of 1986, or any comparable provision then in effect. (iv) In no event shall any Partnership Interest or any portion thereof be assigned or transferred to a minor or an incompetent or in violation of any State or Federal law. Any such attempted sale, transfer or assignment shall be void and ineffectual and shall not bind the Partnership or the General Partner.
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Related to Limitations on Assignment or Transfer

  • Assignment or Transfer Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.

  • Conditions of assignment or transfer (a) The consent of the Borrower is required (subject to the provisions of Clause 28.1 (Assignments and transfers by the Lenders)) for an assignment or transfer (other than an ECA Transfer) by an Existing Lender unless (i) there is an Event of Default or (ii) the assignment or transfer is to another Lender or an Affiliate of a Lender or a vehicle (including trusts or funds) whose majority shares or notes are held by a Lender or an Affiliate of a Lender, provided that in each case the Agent shall notify the Borrower of any assignment or transfer under this Agreement. (b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent ten (10) Business Days after the Existing Lender has requested it unless consent is expressly refused by that Borrower within that time. (c) Except where an assignment or transfer is an ECA Transfer, the assignment or transfer must be with respect to a minimum Commitment of twenty million Dollars ($20,000,000) or, if less, the Existing Lender's full Commitment. (d) An assignment will only be effective on: (i) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it had been an Original Lender (other than where such assignment constitutes an ECA Transfer) (without prejudice to paragraph (e) of Clause 28.6 (Procedure for assignment)); and (ii) performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender (other than where such assignment constitutes an ECA Transfer), the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. (e) Subject to paragraph (d) of Clause 28.5 (Procedure for transfer), a transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer) is complied with.

  • Limitations on Assignment Except as specifically provided in Section 22.02 hereof, this Agreement may not be assigned or otherwise transferred by any of the Parties without the express prior written consent of the ISO Board which consent shall not be unreasonably withheld or delayed. Any person to which an assignment or transfer is made shall be required to demonstrate, to the reasonable satisfaction of the ISO Board, that it is capable of fulfilling the requirements of this Agreement, and such assignee shall pay all costs and expenses, including reasonable attorney fees, in connection with such assignment. Unless otherwise expressly provided in a written instrument approved by the ISO Board in connection with the consummation of such assignment or transfer, any such assignment or other transfer by a Party of any of its rights and obligations under this Agreement shall not release, or in any way modify, the assigning or transferring party’s liability for the performance of its obligations hereunder.

  • Restrictions on Assignment Unless otherwise provided in the articles or bylaws, a would-be contributor's rights under a contribution agreement may not be assigned, in whole or in part, to a person who was not a member at the time of the assignment, unless all the members approve the assignment by unanimous written consent.

  • Assignment or transfer fee The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of USD 2,500.