Transfers and Pledges. Notwithstanding any other provision of this Agreement, no Partner may Transfer or Pledge in any manner whatsoever all or any of its Units unless (i) such Partner has fully complied with the provisions of this Section 8.2 for the Transfer or Pledge, (ii) after giving effect thereto, such Transfer or Pledge would not otherwise terminate the Partnership for the purposes of Code Section 708 or cause the Partnership to be classified as other than a partnership for United States federal income tax purposes, and (iii) such Transfer or Pledge would not result in a violation of applicable law, including U.S. federal or state securities laws, or any term or condition of this Agreement; provided, however, notwithstanding the foregoing, both the General Partner and ▇▇▇▇ shall have the unrestricted ability to pledge all or any portion of their respective LP Units in order for the Partnership to fully comply with the terms and conditions set forth in that certain Eighth Amended and Restated Credit Agreement dated as of February 9, 2018, among the Partnership, the lenders party thereto from time to time, and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent for such lenders, and the security instruments executed in connection therewith. (a) Transfers or Pledges by the General Partner. The General Partner may Transfer or Pledge its Units only upon the Approval of the Partners. (b) Transfers or Pledges by a Limited Partner. Each Limited Partner may Transfer or Pledge all or any of its Units only with the consent of the General Partner.
Appears in 1 contract
Sources: Agreement of Limited Partnership
Transfers and Pledges. Notwithstanding any other provision of this Agreement, no Partner may Transfer or Pledge in any manner whatsoever all or any of its Units unless (i) such Partner has fully complied with the provisions of this Section 8.2 for the Transfer or Pledge, (ii) after giving effect thereto, such Transfer or Pledge would not otherwise terminate the Partnership for the purposes of Code Section 708 or cause the Partnership to be classified as other than a partnership for United States federal income tax purposes, and (iii) such Transfer or Pledge would not result in a violation of applicable law, including U.S. federal or state securities laws, or any term or condition of this Agreement; provided, however, notwithstanding the foregoing, both the General Partner and ▇▇▇▇ shall have the unrestricted ability to pledge all or any portion of their respective LP Units in order for the Partnership to fully comply with the terms and conditions set forth in that certain Eighth Amended and Restated Credit Agreement dated as of February 9, 2018, among the Partnership, the lenders party thereto from time to time, and ▇▇▇▇▇ Fargo Bank, National Association, as administrative agent for such lenders, and the security instruments executed in connection therewith.
(a) Transfers or Pledges by the General Partner. The General Partner may Transfer or Pledge its Units only upon the Approval of the Partners.
(b) Transfers or Pledges by a Limited Partner. Each Limited Partner may Transfer or Pledge all or any of its Units only with the consent of the General Partner.
Appears in 1 contract
Sources: Limited Partnership Agreement (Alta Mesa Holdings, LP)