Transfer of Limited Partnership Interests. (a) A Limited Partner may Transfer any or all of such Partner’s Partnership Interest (i) to a Permitted Transferee pursuant to Section 7.2, (ii) pursuant to the terms of Section 7.7 or (iii) pursuant to a Qualified Initial Public Offering; provided, however, that a Limited Partner other than Adena may only Transfer all of its Partnership Interest pursuant to clause (i) above and the Limited Partners who are members of the WPP Group may only Transfer the entirety of their Partnership Interests collectively as a group pursuant to clause (ii) above. Any purported Transfer of a Partnership Interest in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner’s Partnership Interest in accordance with this Section 7.1 or Section 7.8, no Limited Partner shall have the right to withdraw as a Partner of the Partnership.
Transfer of Limited Partnership Interests. (a) No Limited Partner may Transfer all or any part of such Partner’s Partnership Interest or Partnership Group Interest to any Person except:
Transfer of Limited Partnership Interests. A. Subject to Section 7.05 hereof, the Partnership interest of a Limited Partner, or any part thereof, may not be transferred or assigned, and no such transferee or assignee may be admitted as a substituted limited partner of the Partnership, unless in each instance:
Transfer of Limited Partnership Interests. (a) No Limited Partner may Transfer all or any part of such Partner’s Partnership Interest to any Person except (i) to a Permitted Transferee pursuant to Section 7.2, or (ii) pursuant to the terms of Section 7.8; provided, however, any such Transfer under (i) or (ii) above shall comply with the terms of Section 7.1(b). Any purported Transfer of a Partnership Interest or a portion thereof in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner’s Partnership Interest in accordance with Section 7.1, no Limited Partner shall have the right to withdraw as a Partner of the Partnership.
Transfer of Limited Partnership Interests. (a) A Limited Partner may not Transfer all or any portion of its Interest in the Partnership (including any transfer or assignment of all or a part of its Interest to a Person who becomes an Assignee of a beneficial interest in Partnership profits, losses and distributions even though not becoming a substitute Limited Partner) except to the extent permitted pursuant to Article IV of the XXX; provided, that no such Transfer shall be made unless, in the judgment of the General Partner:
Transfer of Limited Partnership Interests. (a) No Limited Partner may Transfer all or any part of such Partner's Partnership Interest to any Person except (i) to a Permitted Transferee pursuant to Section 7.2, or (ii) pursuant to the terms of Section 7.8, or (iii) in the ----------- ----------- case of Kafu, a transfer of up to a 6% Partnership Interest to First Union Investors, Inc. ("First Union") within 90 days from the date hereof; provided, however, any such Transfer under (i) or (ii) above shall comply with the terms of Section 7.1(b). Any purported Transfer of a Partnership Interest or a -------------- portion thereof in violation of the terms of this Agreement shall be null and void and of no force and effect. Except upon a Transfer of all of a Limited Partner's Partnership Interest in accordance with Section 7.1, no Limited ----------- Partner shall have the right to withdraw as a Partner of the Partnership.
Transfer of Limited Partnership Interests. Transfers of Limited Partnership Interests shall not be permitted except upon death, by operation of law or with the written consent of the General Partner, which consent may be granted or withheld in the General Partner's sole discretion and shall be subject to the provisions of Section 13.01.
Transfer of Limited Partnership Interests. (a) A Limited Partner may not sell, assign, transfer, pledge, mortgage or otherwise dispose of (a “Transfer”) all or any part of such Person’s interest in the Partnership (including any transfer or assignment of all or any part of such Person’s interest to a Person who becomes an assignee of a beneficial interest in Partnership profits, losses and distributions even though not becoming a substitute Partner) unless the General Partner shall have consented to such transfer or assignment in writing; provided that the consent of the General Partner shall not be required with respect to any Transfer of all or a part of such interest (i) in the case of an individual, pursuant to applicable laws of descent and distribution upon such individual’s death and to a member of such Person’s Family Group or to any estate planning vehicle controlled by such Person, (ii) in the case of a Person that is not an individual, among Affiliates and equity holders of such Person, to any employee of the Partnership or its Affiliates or to any other Partner that is not an individual, (iii) to any guardian or conservator appointed for such Person’s estate upon such Person’s disability and (iv) in the case of an employee of the Partnership, to the Partnership (collectively, clauses (i)-(iv) are referred to herein as “Permitted Transferees”) (but, in each such case, (x) the transferee must be considered one beneficial owner of the Partnership’s securities for purposes of the Investment Company Act and (y) the transferor, unless otherwise determined by the General Partner, shall remain liable for all liabilities and obligations relating to the transferred interest and the transferee shall become an assignee of only a beneficial interest in Partnership profits, losses and distributions). As a condition to any transfer or assignment of a Partner’s interest, the transferor and the transferee shall provide such legal opinions and documentation as may be reasonably requested by the General Partner. Notwithstanding the foregoing, (i) no Limited Partner shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing of all or any portion of such Person’s interest in any such Permitted Transferee or (ii) if a Limited Partner is a Person other than an individual, such Person shall not avoid the provisions of this Agreement by transferring a controlling equity interest in such Person to a non-Permitted Transferee.
Transfer of Limited Partnership Interests. (a) Subject to compliance with applicable state securities (blue sky) laws, Limited Partnership Interests may be transferred only in whole interests and only in accordance with the following terms: (1) Interests may be assigned only with the consent of the General Partner in its sole discretion; (2) the transfer of the Interests shall be accomplished by an instrument in writing, in form and substance satisfactory to the General Partner, which writing may include a power of attorney and which shall set forth the intention that the purchaser is to be an additional Limited Partner and the stock ownership, if any, of the purchaser in the General Partner or any affiliate thereof; (3) a counterpart of the instrument of transfer, executed and acknowledged by the transferor Limited Partner shall be delivered to the General Partner; (4) any assignment of interests must be in compliance with applicable state securities (blue sky) laws; (5) no assignments will be permitted if such assignments would result in 49% or more of the interests being transferred within a twelve-month period; (6) the purchaser must agree that he will not directly or indirectly make or operate a secondary market or the substantial equivalent thereof in the Interests of the Partnership; (7) the General Partner may refuse to consent to any transfer if, in the sole discretion and judgment of the General Partner, the transfer would be transacted on or treated as transacted on a secondary market or the substantial equivalent thereof or would cause the aggregate transfer to exceed permissible safe harbor limits under administrative interpretations; (8) no assignments will be permitted if such assignments would cause the assets of the Partnership to be treated as "plan assets" as defined in regulations promulgated by the Department of Labor; (9) the Partnership may charge the transferor Limited Partner a fee not exceeding $50 to defray the costs of effecting the transfer of his Interests in the Partnership; (10) the transferor and the purchaser shall execute and deliver to the General Partner an amended Limited Partnership Agreement; and (11) the purchaser shall become a Limited Partner only upon amendment of this Agreement. Notwithstanding the foregoing, an economic interest in the Partnership can be transferred without compliance with (1) and (2) above.
Transfer of Limited Partnership Interests. In the case of a transfer of a Limited Partnership Interest during any taxable year of the Partnership, every item of partnership income, loss, deduction and credit attributable to such Limited Partnership Interest shall be divided and allocated proportionately between the transferor and transferee based upon the number of months during such taxable year for which each such Limited Partner is recognized as such in accordance with Section 3.5. For purposes of accounting simplicity in the case of a transfer of a Limited Partnership Interest, the Partnership will treat the party who is the recognized owner of the Limited Partnership Interest as of the close of business on the last day of any calendar month as the owner of the Limited Partnership Interest for the entire month. The General Partner is authorized to alter this accounting convention to conform with any regulation or administrative rulings issued by the Treasury Department or the IRS.
