Transfer and Assignment of Interest Sample Clauses

Transfer and Assignment of Interest. A Partner may not Transfer all or any of such Partner's Units without approval of the General Partner, which approval may be granted or withheld, with or without reason, in the General Partner's sole discretion; provided, however, that, without the approval of the General Partner, a Partner may, at any time, (i) Transfer any of such Partner's Units pursuant to the Exchange Agreement, (ii) Transfer any of such Partner's Units to a Permitted Transferee of such Partner, or (iii) pledge or assign any of such Partner's Units to a lending institution that is not an Affiliate of such Limited Partner, as collateral or security for a bona fide loan or other extension of credit, and any Transfer of such pledged Units in connection with the exercise of remedies under such loan or extension of credit; provided, however, that no Transfer pursuant to this clause (iii) shall be permitted if such Transfer would cause the Partnership to be treated as a publicly traded partnership that is taxable as a corporation. In the event of any Transfer, the transferring Partner shall provide the address and facsimile number for each transferee as contemplated by Section 10.9.
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Transfer and Assignment of Interest a) After the signing of this Agreement, SAHF shall assign and transfer all the Rights in the Designated Areas to the Cooperation Entity, the ownership of which is as per instruction and documents provided by PPL.
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Transfer and Assignment of Interest. A member’s interest in the Company is freely transferable and assignable by the member, notwithstanding any provision to the contrary in the Act.
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Transfer and Assignment of Interest. Any Partner (a "Transferor") may transfer, assign, convey, sell, pledge, encumber, gift, bequeath (subject to Section 7.4 hereof) or otherwise alienate (any such event being hereinafter referred to as a "Transfer") such Partner's Partnership Interest hereunder only if such Transfer otherwise complies with the provisions of this Agreement (including, without limitation, Sections 7.2, 7.6 and 12.10 hereof). Subject to such requirements, such Partnership Interest may be transferred in whole, but not in part, and any attempt of a Partner to transfer only a portion of such Partner's Partnership Interest shall be void, and without any force or effect; provided, however, that a Partner may transfer a portion of such Partner's Partnership Interest to any other Partner or to an Affiliate of the Transferor. In further limitation of the foregoing, a Partner may not make any Transfer to a non-Affiliate, unless all Affiliates of such Partner who also hold Partnership Interests, transfer such Partnership Interests to such non-Affiliate (or an Affiliate thereof) on the same terms and conditions as, and in conjunction with, such Transfer. In the event of any Transfer to a Person who is not an Affiliate of such Partner, the Partnership and the other Partners who are not Affiliates of the Transferor (the "Non-Transferring Partners") shall have certain rights to purchase such Partnership Interest or to sell such other Non-Transferring Partners' Partnership Interests pursuant to Sections 7.6 and 7.7. Subject to Section 7.4, in the event of a Transfer of an Partnership Interest hereunder which complies with the provisions of this Agreement, the transferee of such Partnership Interest (the "Transferee") shall be admitted as a substitute Partner of the same category as the Transferor, entitled to all of the benefits, and responsible for all of the obligations, in the Partnership represented by such category of interest from and after the date of such admission as established in Section 7.3. In addition to the other provisions in this Section 7.1, a Partner may not Transfer or otherwise dispose of the economic interest represented by its Partnership Interest, separately from such Partnership Interest, except as expressly provided in this Article 7. In addition to the other restrictions noted in this Agreement, each Partner agrees that it will not, directly or indirectly, Transfer any interest, economic or otherwise, represented by its Units except as permitted under the Securitie...
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Transfer and Assignment of Interest. A Partner may not Transfer all or any of such Partner’s Units without approval of the General Partner, which approval may be granted or withheld, with or without reason, in the General Partner’s sole discretion; provided, however, that, without the approval of the General Partner, a Partner may, at any time, (i) Transfer any of such Partner’s Units pursuant to the Exchange Agreement, including to a “Permitted Transferee,” as defined in the Exchange Agreement, (ii) Transfer any of such Partner’s Units to a Permitted Transferee of such Partner, or (iii) pledge or assign any of such Partner’s Units to a lending institution that is not an Affiliate of such Limited Partner, as collateral or security for a bona fide loan or other extension of credit, and any Transfer of such pledged Units in connection with the exercise of remedies under such loan or extension of credit; provided, however, that no Transfer pursuant to this clause (iii) shall be permitted if such Transfer would cause the Partnership to be treated as a publicly traded partnership that is taxable as a corporation. In the event of any Transfer, the transferring Partner shall provide the address and facsimile number for each transferee as contemplated by Section 10.9.
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Transfer and Assignment of Interest 
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Related to Transfer and Assignment of Interest

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Transfer and Assignment Notwithstanding anything to the contrary herein or in the Agreement, Party A may assign or transfer any of its rights or delegate any of its duties hereunder to (i) any affiliate of Party A, whose obligations hereunder and under the Agreement are fully and unconditionally guaranteed by Party A or (ii) any affiliate of Party A with a long-term issuer rating equal to or better than the credit rating of Party A at the time of such assignment or transfer; provided that (A) Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable to the assignor or transferor immediately before the assignment or transfer, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount, except to the extent that such additional amount was not payable by the assignor or transferor immediately before the assignment or transfer, in either case, as a result of such transfer or assignment and (B) no Event of Default or Potential Event of Default shall (x) have occurred with respect to Party A or (y) occur with respect to either party solely as a result of such transfer and assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that Party B will neither (x) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement under the law as of the date of the transfer or assignment, except to the extent that such additional amount was payable by Party B immediately before the designation of the designee, nor (y) receive a payment from which an amount has been deducted or withheld for or on account of any Tax in respect of which Party A or such designee is not required to pay an additional amount, in either case, as a result of such designation, except to the extent that such additional amount was not payable by Party A immediately before the designation of the designee. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Assignment of Interest The lessee may not assign or sublet any interest held under this lease, including a security interest, without the prior written approval of the lessor. The lessor may approve such assignment or subletting if the lessor finds it to be in the best interest of the state. No such assignment or subletting will be effective until approved by the lessor in writing, and the assignee agrees to be subject to and governed by the provisions of this lease, any subsequent amendments to this lease, any additional stipulations, or reappraisal as deemed appropriate by the lessor, and all applicable laws, regulations, and ordinances in the same manner as the original lessee. No assignment or subletting of the leasehold, or any portion thereof, by the lessee will annul the lessee's obligation to pay the compensation required for the full term of this lease. Except as provided in this lease, no subdivision of the leasehold interest may occur without the prior written approval of the lessor.

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Transfers and Assignments Licensee is authorized to transfer or assign the Software or Licensee’s rights in the Software, and such authorization would include sublicensing, assignment or transfer among or between DOD agencies, outsourcers, contractors or Licensee, (in support of the DoD mission) or authorize any portion of the Software to be copied onto or accessed from another individual's or entity's computer, except as may be explicitly provided in this Agreement.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Termination and Assignment (a) This Agreement may be terminated at any time, upon sixty days’ written notice, without the payment of any penalty, (i) by the Trustees, (ii) by the vote of a majority of the outstanding voting securities of the Fund; (iii) by Manager with the consent of the Trustees, or (iv) by Subadviser.

  • Licenses and Assignments Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyright absent prior written approval of the Collateral Agent.

  • Subletting and Assignment Subject to the provisions of Article 19 and Section 20.2 and any other express conditions or limitations set forth herein, Lessee may, but only with the consent of Lessor (which shall not be unreasonably withheld or delayed), (a) assign this Lease or sublet all or any part of the Leased Property to an Affiliate of Lessee, or (b) sublet any retail or restaurant portion of the Leased Improvements in the normal course of the Primary Intended Use; provided that any subletting to any party other than an Affiliate of Lessee shall not individually as to any one such subletting, or in the aggregate, materially diminish the actual or potential Percentage Rent payable under this Lease. In the case of a subletting, the sublessee shall comply with the provisions of Section 20.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. Notwithstanding the above, Lessee may assign the Lease to an Affiliate without the consent of Lessor; provided that any such assignee assumes in writing and agrees to keep and perform all of the terms of the Lease on the part of Lessee to be kept and performed and shall be and become jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 8, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 8 shall be paid by the Company.

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