Additional Conditions to Assignment and Substitution. The General Partner and the Partnership shall not recognize any Assignment or substitution for any purpose if the Partnership shall not have received, if required by the General Partner, an opinion of counsel regularly employed by the Partnership (or other counsel reasonably satisfactory to the General Partner) to the effect that such Assignment (A) will not result is termination of the Partnership under the Act; (B) will not result in termination of the Partnership for federal income tax purposes or, if it does result in such a termination, such termination will not cause material adverse federal income tax consequences to the Partnership or the other Partners; (C) will not change the status of the Partnership as a partnership for federal income tax purposes; (D) will not give rise to liability of the Partnership, any Partner or any agent or advisor of any Partner for violation of the securities Laws of the United States or any state thereof; and (E) will not cause the Partnership to become subject to payment of the Indiana Gross Income Tax. Notwithstanding the foregoing restrictions, a redemption or purchase of the Common Units by the General Partner pursuant to the Redemption Rights granted in Section 7.07 shall not be deemed to be an Assignment for the purposes of this Section 7.05.
Additional Conditions to Assignment and Substitution. The General Partner and the Partnership shall not recognize any assignment or substitution for any purpose if (a) such transfer together with prior transfers would result in the sale or exchange of fifty percent (50%) or more of the total interest in the Partnership capital and profits within a twelve-month period, or (b) the Partnership shall not have received, if required by the General Partner, an opinion of counsel to the effect that such sale (i) will not result in termination of the Partnership under the Act; (ii) will not result in termination of the Partnership for federal income tax purposes or, if it does result in such a termination, such termination will not cause material adverse federal income tax consequences to the Partnership or the Partners requesting the opinion; (iii) will not change the status of the Partnership as a partnership for federal income tax purposes; (iv) will not give rise to liability of the Partnership, any Partner or any agent or advisor of any Partner for violation of the securities laws of the United States or any state thereof; and (v) will not cause the Partnership to become subject to payment of the Indiana Gross Income Tax.
Additional Conditions to Assignment and Substitution. In addition to the conditions to assignment and substitution set forth above, the Managers and the Company shall not recognize any assignment or substitution of any Member for any purpose if (a) such transfer, together with prior transfers, would result in sale or exchange of fifty percent (50%) or more of the total interest in the Company capital and profits within a twelve (12) month period, or (b) the Company shall not have received, if required by the Managers, an opinion of counsel selected by the Managers to the effect that such sale will not (i) result in termination of the Company under applicable law, (ii) result in termination of the Company for federal income tax purposes, (iii) change the status of the Company as a partnership for federal income tax purposes, (iv) require the Company to have an interim closing of the Company's books pursuant to Section 10.1(e) hereof, or (v) require the Company to revalue its property pursuant to Section 10.1(f) hereof.
Additional Conditions to Assignment and Substitution. In addition to the conditions to assignment and substitution set forth above, the Managing General Partner and the Partnership shall not recognize any assignment or substitution of any Partner for any purpose if the Partnership shall not have received, if required by the Managing General Partner, an opinion of counsel selected by the Managing General Partner to the effect that such sale will not: (a) result in termination of the Partnership under applicable law; (b)result in termination of the Partnership for federal income tax purposes; (c) change the status of the Partnership as a partnership for federal income tax purposes; or (d) give rise to liability of the Partnership, any Partner or any agent or advisor thereof for violation of applicable securities laws.
