Further Restrictions on Transfer. In addition to any other restrictions on transfer herein contained, in no event may any transfer or assignment of any Partnership Interest be made (a) to any Person who lacks the legal right, power or capacity to own a Partnership Interest; (b) to any Person whose status as a Partner would have an adverse effect for income tax purposes on the Partnership or any of the continuing Partners (including, without limitation, a constructive termination of the Partnership pursuant to Code Section 708(b)(1)(B)); (c) in violation of any provision of any mortgage or trust deed (or the note or bond secured thereby) constituting a lien against any Partnership property, or other instrument, document or agreement to which the Partnership is a party or otherwise bound; (d) in violation of applicable law; or (e) of any component portion of a Partnership Interest, separate and apart from all other components of said Partnership Interest.
Further Restrictions on Transfer. (a) In the event of any assignment or transfer permitted under this Article, the interest so assigned or transferred shall remain subject to all terms and provisions of this Agreement; the assignee or transferee shall be deemed, by accepting the interest so assigned or transferred, to have assumed all the obligations hereunder relating to the interests or rights so assigned or transferred and shall agree in writing to the foregoing if requested by the General Partner. Any transferee or assignee of the interest of a Partner shall be entitled only to receive distributions hereunder until such transferee or assignee has been admitted as a Substituted Partner (as defined in Section 5.03). Until such transferee or assignee (other than an existing Partner) is admitted to the Partnership as a Substituted Partner, the Partner transferring all or any portion of his or its interest to such assignee or transferee shall remain primarily and directly liable for the performance of all his or its obligations under this Agreement. After the admission of such assignee or transferee as a Substituted Partner, such transferor Partner shall only be primarily and directly liable under this Agreement or otherwise for any obligations or liabilities accruing prior to the effective time of the admission of such Substituted Partner, unless such transferor Partner is released in writing from such obligations or liabilities by the General Partner.
Further Restrictions on Transfer. Notwithstanding the other provisions of this Article X, no transfer of the Partnership Interests of any Partner in the Partnership shall be made if such transfer (a) would violate the then applicable Federal and state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authorities with jurisdiction over such transfer, (b) would result in the Partnership (i) being treated as a corporation for Federal income tax purposes (including Section 7704 of the Code) or (ii) without the consent of each other Partner being terminated under Section 708(b) of the Code, unless, in the case of a termination under Section 708(b) of the Code, such termination would not result in a tax termination of the Target Partnership or have a material adverse effect on any non-transferring Partner's present or future amount of Partnership taxable income or loss with respect to its Partnership Interest (also taking into account any recapture of credits) as compared to its present or future amount of Partnership taxable income or loss if there had not been such a termination or (c) would affect the Partnership's existence or qualification as a partnership under the laws of the State of Illinois.
Further Restrictions on Transfer. Notwithstanding any contrary provision in this Agreement, any otherwise permitted Transfer shall be null and void if:
Further Restrictions on Transfer. In addition to the restrictions set forth in Section 9.2, no Member shall Transfer all or any part of the Member's Interest: (a) without registration under applicable state securities laws, unless an exemption therefrom applies and, if requested by the Company, the Member delivers an opinion of counsel satisfactory to the Company, that registration under any such laws is not required; or (b) if the Interest or portion thereof, when added to the total of all other Interests sold or exchanged in the preceding 12 consecutive months prior thereto, would result in the termination of the Company for tax purposes under Section 708 of the Code.
Further Restrictions on Transfer. In no event may a Partner, any owner of any beneficial ownership interest in any Partner or any Assignee, Transfer all or any portion of its Partnership Interest if the effect of such action would cause the Partnership to breach or be in default under any agreement, document, contract or instrument to which the Partnership is a party, or by which the Partnership or the assets of the Partnership are bound. Additionally, in no event may a Transfer be made by any Partner or Assignee if:
Further Restrictions on Transfer. In addition to any other restrictions on transfer herein contained, in no event may any transfer or assignment of any Partnership Interest be made (a) to any Person who lacks the legal right, power or capacity to own a Partnership Interest; (b) to any Person whose status as a Partner would have an adverse effect for income tax purposes on the Partnership or any of the continuing Partners (including, without limitation, a constructive termination of the Partnership pursuant to Code Section 708(b)(1)(B)); (c) in violation of any provision of any mortgage or trust deed (or the note or bond secured thereby) constituting a lien against any Partnership property, or other instrument, document or agreement to which the Partnership is a party or otherwise bound; (d) in violation of applicable law; or (e) of any component portion of a Partnership Interest, separate and apart from all other components of said Partnership Interest. Notwithstanding the above, the General Partner hereby consents to the pledge by the undersigned limited partner to Mortgage Holdings, LLC, a Delaware limited liability company, of the undersigned limited partner’s cash flow distributions arising under Article V hereto.
Further Restrictions on Transfer. Without in any way -------------------------------- limiting the representations set forth above in this Section 9, each member of the Investor Group further agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing for the benefit of MPI to be bound by the provisions of Sections 9.3 through 9.7 hereof, and the provisions of the Registration Agreement, to the extent such sections and such agreement are then applicable, and:
Further Restrictions on Transfer. In addition to other restrictions in this Agreement, no Member shall transfer, assign, convey, sell, encumber or in any way alienate all or part of the Member’s Membership Interest: (a) without compliance with Section 13.10 below, and (b) if the Membership Interest to be transferred, assigned, sold or exchanged, when added to the total of all other Membership Interests sold or exchanged in the preceding twelve (12) consecutive months, would cause the LLC’s termination under the IRC, as determined by the Manager.
