Common use of Additional Prohibited Transfers Clause in Contracts

Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion the General Partner based on the advice of legal counsel, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Sections 857 or 4981 of the Code; (ii) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would subject the Partnership, the General Partner, or the Advisor to regulation under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or ERISA; (iv) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code; or (v) such Transfer is to a Prohibited Transferee.

Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion the General Partner based on the advice of legal counsel, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Sections Section 857 or Section 4981 of the Code; (ii) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would subject the Partnership, the General Partner, or the Advisor Partnership to regulation under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, amended or ERISA; (iv) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code; or (v) such Transfer is to a Prohibited Transferee.

Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion the General Partner based on the advice of legal counsel, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Sections 857 or 4981 of the Code; (ii) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would subject the Partnership, the General Partner, or the Advisor Partnership to regulation under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, amended or ERISA; (iv) such Transfer is effectuated through an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code; or (v) such Transfer is to a Prohibited Transferee.

Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Sections 857 or 4981 of the Code; (ii) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would subject the Partnership, the General Partner, or the Advisor Partnership to regulation under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, amended or ERISA; (iv) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code; or (v) such Transfer is to a Prohibited Transferee.

Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion the General Partner Company based on the advice of legal counsel, if appropriate, it would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or would subject the General Partner Company to any additional taxes under Sections Section 857 or Section 4981 of the Code; (ii) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would subject the Partnership, the General Partner, or the Advisor Partnership to regulation under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, amended or ERISA; (iv) such Transfer is effectuated through an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code; or (v) such Transfer is to a Prohibited Transferee.

Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion the General Partner based on the advice of legal counsel, if appropriate, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Sections 857 or 4981 of the Code; (ii) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would subject the Partnership, the General Partner, or the Advisor Partnership to regulation under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, amended or ERISA; (iv) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code; or (v) such Transfer is to a Prohibited Transferee.

Additional Prohibited Transfers. No Transfer by a Limited Partner of its Partnership Units may be made to any Person if: (i) in the opinion the General Partner based on the advice of legal counsel, if appropriate, it would adversely affect the ability of the General Partner Landwin REIT to continue to qualify as a REIT or would subject the General Partner Landwin REIT to any additional taxes under Sections Section 857 or Section 4981 of the Code; (ii) in the opinion of the General Partner based on the advice of legal counsel, if appropriate, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) such Transfer would subject the Partnership, the General Partner, or the Advisor Partnership to regulation under the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, amended or ERISA; (iv) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code or could otherwise cause the Partnership to be classified as a publicly traded partnership within the meaning of Section 7704 of the Code; or (v) such Transfer is to a Prohibited Transferee.