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5.4 Agreements with Transferees.
In the event that any Partner (in this Section 5.4 called the “Transferor”), pursuant to the
terms and conditions hereof, purports to transfer all, but not less than all, of its interest or share
in the Partnership to any Person (such Person in this Section 5.4 called the “Transferee”), then
no such transfer shall be made or shall be effective until the Transferee enters into an agreement
with the other Partner hereto whereby the Transferee agrees to assume and be bound by all of the
obligations of the Transferor and to be subject to all of the terms and conditions of this
5.5 Restraining Order.
In the event that any Partner shall at any time purport to transfer, charge or mortgage its
interest or share or any part thereof in the Partnership in violation of the provisions of this
Agreement, then the other Partner shall, in addition to any rights and remedies which may be
available to such Partner, at law or in equity, be entitled to a decree or order restraining or
enjoining such transfer, charge or mortgage.
ARTICLE 6 – GENERAL
The headings of any Article, Section or part thereof are inserted for purposes of
convenience only and shall not form part hereof and shall not be considered in the interpretation
Any notice, demand, request, consent, agreement or approval which may or is required to
be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if
served personally upon the party or a representative or officer of the party for whom it is
intended, or mailed by certified or registered mail, postage prepaid, or telexed, telegraphed, or
telecopied, addressed at such address to such officers as a party may from time to time advise to
the other parties by notice in writing. The date of receipt of any such notice, demand, request,
consent, agreement or approval if served personally shall be deemed to be the date of delivery
thereof, or if mailed as aforesaid, the second business day following the date of mailing, or if
delivered via telex, telegraph, or telecopier, the business day following transmission.
6.3 Governing Law.
The validity and interpretation of this Agreement shall be governed exclusively by the
laws of the Province of Ontario and the federal laws of Canada applicable therein.
The invalidity or unenforceability of any particular provision of this Agreement shall not
affect any other provision hereof, but this Agreement shall be construed and enforced as if such
invalid or unenforceable provision was omitted.