Admission of Transferee as Partner Sample Clauses

Admission of Transferee as Partner. (a) A Transferee of all or part of an Interest in compliance with the provisions of Section 7.1 or 7.2 shall become a Partner with respect to the Transferred Interest only if the Transferor has expressly consented thereto in writing and the Transferee has executed an instrument (in form and substance reasonably satisfactory to the General Partner) accepting, adopting and agreeing to be bound by the terms and conditions of this Agreement. Upon satisfaction of these conditions with respect to a particular Transferee, the Partners shall cause this Agreement (and, if necessary, the Certificate) to be duly amended to reflect the admission of the Transferee as a Partner.
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Admission of Transferee as Partner. A transferee of a Partner’s Units desiring to be admitted as a Partner must execute a counterpart of, or an agreement adopting, this Agreement in form and substance satisfactory to the General Partner. The admission of such transferee (including, without limitation, a transferee by reason of the death of a Partner) is subject to the transferor obtaining the prior written consent of the General Partner. Upon admission of the transferee as a Partner, the transferee shall have, to the extent of the Units transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Partner under this Agreement and Applicable Law. The transferee shall also be liable, to the extent of the Units transferred, for the unfulfilled obligations, if any, of the transferor Partner to make Capital Contributions, but shall not be obligated for liabilities unknown to the transferee at the time he was admitted as a Partner and that could not be ascertained from this Agreement. The transferor Partner is not released from any liability to the Partnership under this Agreement or Applicable Law upon the admission of the transferee. III to I Maritime Partners Cayman I, L.P. Second Amended and Restated Agreement of Limited Partnership
Sample 1
Admission of Transferee as Partner. A Transferee of a Partnership Interest, including an Affiliate of a Partner desiring to be admitted as a Partner, must execute a counterpart of, or an agreement adopting, this Agreement and any and all relevant related agreements as the Partnership may reasonably require. Subject to obtaining the foregoing required consents, if applicable, and compliance with the applicable provisions of this Agreement, a Transferee of a Partnership Interest shall be admitted as Partner. Upon the admission of the Transferee as a Partner, the Transferee shall have, to the extent of the Partnership Interest Transferred, the rights and powers and shall be subject to the restrictions and liabilities of a Partner under this Agreement and the Partnership Act. The Transferee shall also be liable, to the extent of the Partnership Interest Transferred, for the unfulfilled obligations, if any, of the Transferor Partner to make Capital Contributions, but shall not be obligated for liabilities unknown to the Transferee at the time such Transferee was admitted as a Partner and that could not be ascertained from this Agreement. Except as otherwise provided in this Agreement, and except with respect to liabilities unknown to the Transferee at the time of the Transfer and that could not be ascertained from this Agreement, upon admission of such Transferee as a Partner, the Transferor Partner shall be released from any liability to the Partnership under this Agreement and the Partnership Act.
Sample 1

Related to Admission of Transferee as Partner

  • Admission of Transferee as Member (a) A transferee of a Membership Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement and, except as permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Managers, which vote must include the affirmative vote of each Independent Manager. Upon admission of the transferee as a Member, the transferee shall have the rights, powers and duties and shall be subject to the restrictions and liabilities of the Member under this Agreement and the LLC Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make capital contributions to the Company, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest becomes a Member, the Member transferring the Membership Interest is not released from any liability to the Company under this Agreement or the LLC Act.

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • Admission of Assignees as Substitute Limited Partners An Assignee will become a substitute Limited Partner only if and when each of the following conditions is satisfied:

  • Registration of Transfer The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • Admission of Partners 48 12.1 Admission of Successor General Partner........................... 48 12.2 Admission of Additional Limited Partners......................... 48 12.3 Amendment of Agreement and Certificate of Limited Partnership.... 49 ARTICLE 13

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Documentation of Transfer Seller shall undertake to file the documents which would be necessary to perfect and maintain the transfer of the security interest in and to the Receivables and Other Conveyed Property.

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