Assignment by Limited Partner. (A) The Limited Partner may assign its Interest, in whole or in part, by an executed and acknowledged written instrument only if all of the following conditions are satisfied: (i) the assignor and assignee file a notice of transfer with the General Partner which contains the information reasonably required by the General Partner; and (ii) any reasonable costs of transfer shall have been paid to the Partnership; and (iii) the General Partner shall have Consented to the assignment, which Consent may be granted or withheld in its sole discretion. (B) Any such assignment shall be recognized by the Partnership as effective only on the first day of the calendar month following receipt by the Partnership of such notice of the proposed assignment and satisfaction of the aforementioned conditions. (C) If an assignee of a Limited Partner does not become a Substitute Limited Partner pursuant to Section 9.03, the Partnership shall not recognize the assignment, and the assignee shall not have any rights to require any information on account of the Partnership's business, inspect the Partnership's books or vote on Partnership matters. (D) Notwithstanding anything contained herein to the contrary, upon compliance with the provisions of clauses (i) and (ii) of Paragraph (A) of this Section, the Limited Partner, or any limited partner, or Special Limited Partner, shall have the right to assign its Interest, in whole or in part, to an Affiliate.
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Sources: Limited Partnership Agreement (Paine Webber Group Inc), Limited Partnership Agreement (Paine Webber Group Inc)