Assignment by Partners. Except as provided in Article XI, or Sections 10.5 or 5.2, and except for any transfer by the Class A Limited Partner of all or any portion of its interest in the Partnership to any Affiliate of such Limited Partner, no Limited Partner may transfer his interest in the Partnership, voluntarily or involuntarily, unless such Limited Partner complies with the right of refusal provisions contained in Section 10.4. No such assignee shall become a Partner of the same class as his assignor unless:
Assignment by Partners. 25 ARTICLE X
Assignment by Partners. (a) No Partner's interest in the Partnership shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, as a whole or in part, unless (i) such Partner makes an assignment pursuant to a Permitted Transfer, (ii) if such assigning Partner is the General Partner or Richxxx X. Xxxxxxxxx, xxch Partner obtains the prior written consent of a Super Majority Interest of the Limited Partners, or (iii) if such assigning Partner is a Limited Partner other than Richxxx X. Xxxxxxxxx, xxch Partner obtains the prior written consent of the General Partner, and any attempt by a Partner to assign its interest other than pursuant to a Permitted Transfer or obtaining the requisite consent required pursuant to subsection (ii) or (iii), as applicable, shall be void ab initio.
Assignment by Partners. Section 9.2. Right of First Refusal and Tag-Along Rights 27 Section 9.3. Drag-Along Rights 29 Section 9.4. Involuntary Transfers 30 Section 9.5. Termination 30 Section 9.6. Spouses of Partners 30 Section 9.7. Removal of the General Partner 30 ARTICLE X. Miscellaneous 31 Section 10.1. Notices 31 Section 10.2. Amendment 32 Section 10.3. Partition 32 Section 10.4. Entire Agreement 32 Section 10.5. Severability 32 Section 10.6. No Waiver 32 Section 10.7. Applicable Law 33 Section 10.8. Successors and Assigns 33 Section 10.9. Counterparts 33 Section 10.10. Legal Counsel 33 Section 10.11. Power of Attorney 33 Exhibit A — Partner Capital Contributions, Units and Sharing Ratios Exhibit B —Form of Addendum Agreement Exhibit C — Form of Spousal Consent AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF XXXXXXXXX RESOURCE PARTNERS, L.P. THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of Xxxxxxxxx Resource Partners, L.P. (the “Partnership”), dated as of October 1, 2011, is made by and among Elk Creek GP, LLC, a Delaware limited liability company (the “General Partner”), as the general partner of the Partnership, and Yorktown Energy Partners VII, L.P., a Delaware limited partnership (“Yorktown VII”), and Yorktown Energy Partners VIII, L.P., a Delaware limited partnership (“Yorktown VIII,” and together with Yorktown VII, “Yorktown”), as the limited partners of the Partnership (sometimes individually referred to as a “Limited Partner” and collectively as the “Limited Partners”). Capitalized terms used herein and not defined shall have those meanings ascribed to them in the Original Agreement and elsewhere in this Agreement.
Assignment by Partners. (a) In addition to any restrictions that are imposed under applicable securities laws, no Partner’s interest in the Partnership or rights therein, including any interest in a Unit (the “Partnership Interest”), shall be Transferred, in whole or in part, without the prior written consent of the Partnership and a Supermajority Interest of the Partners; provided, however, that any Partner may assign its Partnership Interest without obtaining such consent pursuant to (i) an Excluded Affiliate Transfer, or (ii) a Transfer that is otherwise permitted pursuant this Agreement. Any attempt by a Partner to Transfer its Partnership Interest in violation of the immediately preceding sentence shall be void ab initio. Notwithstanding anything herein to the contrary, unless otherwise agreed to in writing by the Partnership (with approval by the General Partner), no Transfer of Partnership Interests (including Units) otherwise permitted or required by this Agreement shall be effective unless and until any transferee who is not already a party to this Agreement (and such transferee’s spouse, if applicable) shall execute and deliver to the Partnership an Addendum Agreement in the form attached hereto as Exhibit B (an “Addendum Agreement”) in which such transferee (and such transferee’s spouse, if applicable) agrees to be bound by this Agreement and to observe and comply with this Agreement and with all obligations and restrictions imposed on the Partners hereby.
Assignment by Partners. Section 9.1 of the Partnership Agreement is hereby amended to read in its entirety as follows: No Partner's interest in the Partnership or rights therein shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, under any circumstances. Any attempt by a Partner to assign its interest shall be void ab initio.
Assignment by Partners. (a) No Partner's interest in the Partnership shall be assigned, mortgaged, pledged, subjected to a security interest or otherwise encumbered, in whole or in part, without the prior written consent of all of the other Partners, and any attempt by a Partner to assign its interest without such consent shall be void ab initio.
Assignment by Partners. A Limited Partner may transfer any of his Limited Partnership Interest subject to the conditions set forth in Sections 8.2, 8.7 and 8.8. The assignee of such Partner shall be admitted as a substituted limited partner, as the case may be, however, only after the conditions of Section 8.6 have been met.
Assignment by Partners. (a) No Limited Partner’s interest in the Partnership, or any rights therein shall be transferred by any Limited Partner except in accordance with the terms of this Article IX. As used in this Article IX, the term “transfer” (whether used as a noun or a verb) shall refer to any sale, transfer, or other disposition whether by sale, by gift, or otherwise, and whether voluntary, involuntary, or by operation of law, to any Person, including but not limited to an involuntary transfer in Bankruptcy, a transfer in connection with or as a result of a divorce of a Limited Partner, any pledge, assignment, hypothecation or grant of a security interest, or any transfer by devise or inheritance; provided, however, that this Article IX shall not restrict the voluntary transfer by any Limited Partner to a member of the Limited Partner’s immediate family or to an Affiliate of a Limited Partner (a “Permitted Transfer”). Any attempt by a Limited Partner to transfer its interest without complying with the terms of this Article IX shall be void ab initio.
Assignment by Partners. 25 SECTION 9.2. Removal of the General Partner . . . . . . . . . . . 26 SECTION 9.3. Right of General Partner Upon Removal . . . . . . . . 27
