Common use of Additional Transfer Restrictions Clause in Contracts

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the Partnership, any Investment Entity or such Partner is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the Partnership, the Partnership shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfer, to such effect (unless the requirement that the Partnership receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfer); 7.5.1.2 No Partner shall be permitted to Transfer any portion of its Partnership interest or take any other action which would cause the Partnership to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Partner shall be permitted to Transfer all or any portion of its Partnership interest or to take any other action (including, in the case of any Partner which is a corporation, limited liability company or partnership or a partner, member or shareholder of a partnership or limited liability company which is a Partner, a Transfer of any interest in such partnership, limited liability or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies the other Partners against any adverse tax consequences suffered by the Partnership as a result thereof; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the Partner making the Transfer (if such withholding is required of the Partnership), no Partner shall be permitted to Transfer all or any portion of its interest in the Partnership to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; and 7.5.1.5 No Partner shall be permitted to Transfer all or any portion of its Partnership interest if such Transfer will (i) cause the assets of the Partnership or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership or any Investment Entity. 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIO.

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, interest as a Partner in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, Partnership shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the Partnership, any Investment Entity or such Partner is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the Partnership, the Partnership shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfernon-Transferring Partner, to such effect (unless the requirement that the Partnership receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfernon-Transferring Partner); 7.5.1.2 No Partner shall be permitted to Transfer any portion of its Partnership interest or take any other action which would cause the Partnership to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Partner shall be permitted to Transfer all or any portion of its Partnership interest or to take any other action (including, in the case of any Partner which is a corporation, limited liability company or partnership or a partner, partner or member or shareholder of a partnership or limited liability company which is a Partner, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies ), without the Approval of the other Partners against any adverse tax consequences suffered by the Partnership as a result thereofPartner; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the General Partner making the Transfer (if such withholding is required of the Partnership), no Partner shall be permitted to Transfer all or any portion of its interest in the Partnership to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; and 7.5.1.5 No Partner shall be permitted to Transfer all or any portion of its Partnership interest if such Transfer will (i) cause the assets of the Partnership or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership or any Investment Entity. Partnership. [34] 39 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIOab initio.

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, interest as a Partner in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, Partnership shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the Partnership, any Investment Entity or such Partner is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is [34] 39 available, and, for any direct Transfer of an interest in the Partnership, the Partnership shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfernon-Transferring Partner, to such effect (unless the requirement that the Partnership receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfernon-Transferring Partner); 7.5.1.2 No Partner shall be permitted to Transfer any portion of its Partnership interest or take any other action which would cause the Partnership to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Partner shall be permitted to Transfer all or any portion of its Partnership interest or to take any other action (including, in the case of any Partner which is a corporation, limited liability company or partnership or a partner, partner or member or shareholder of a partnership or limited liability company which is a Partner, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies ), without the Approval of the other Partners against any adverse tax consequences suffered by the Partnership as a result thereofPartner; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the General Partner making the Transfer (if such withholding is required of the Partnership), no Partner shall be permitted to Transfer all or any portion of its interest in the Partnership to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; and 7.5.1.5 No Partner shall be permitted to Transfer all or any portion of its Partnership interest if such Transfer will (i) cause the assets of the Partnership or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership or any Investment EntityPartnership. 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIOab initio.

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a PartnerVenturer's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, interest as a Venturer in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, Venture shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the PartnershipVenture, any Investment Entity or such Partner Venturer is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the PartnershipVenture, the Partnership Venture shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfernon-Transferring Venturer, to such effect (unless the requirement that the Partnership Venture receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfernon-Transferring Venturer); 7.5.1.2 No Partner Venturer shall be permitted to Transfer any portion of its Partnership Venture interest or take any other action which would cause the Partnership Venture to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Partner Venturer shall be permitted to Transfer all or any portion of its Partnership Venture interest or to take any other action (including, in the case of any Partner Venturer which is a corporation, limited liability company or partnership or a partner, partner or member or shareholder of a partnership or limited liability company which is a PartnerVenturer, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership Venture as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies ), without the Approval of the other Partners against any adverse tax consequences suffered by the Partnership as a result thereofVenturer; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the Partner making the Transfer Venturers (if such withholding is required of the PartnershipVenture), no Partner Venturer shall be permitted to Transfer all or any portion of its interest in the Partnership Venture to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; and 7.5.1.5 No Partner shall be permitted to Transfer all or any portion of its Partnership interest if such Transfer will (i) cause the assets of the Partnership or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership or any Investment Entity. 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIO.

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a PartnerMember's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, interest as a Member in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, Company shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the PartnershipCompany, any each Investment Entity or such Partner Member is a party, [34] 39 and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in to the PartnershipCompany, the Partnership Company shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the TransferMembers, to such effect (unless the requirement that the Partnership Company receive such legal opinion is waived by the Approval of the Partners other than the Partner making the TransferMembers); 7.5.1.2 No Partner Member shall be permitted to Transfer any portion of its Partnership Company interest or take any other action which would cause the Partnership Company to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Partner Member shall be permitted to Transfer all or any portion of its Partnership Company interest or to take any other action (including, in the case of any Partner Member which is a corporation, limited liability company or partnership or a partner, partner or member or shareholder of a partnership or limited liability company which is a PartnerMember, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership Company as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies ), without the other Partners against any adverse tax consequences suffered by Approval of the Partnership as a result thereofMembers; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the Partner making the Transfer Members (if such withholding is required of the PartnershipCompany), no Partner Member shall be permitted to Transfer all or any portion of its interest in the Partnership Company to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; and 7.5.1.5 No Partner Member shall be permitted to Transfer all or any portion of its Partnership Company interest if such Transfer will (i) cause the assets of the Partnership Company or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership Company or any such Investment Entity. 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIOab initio.

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, interest as a Partner in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, Partnership shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the Partnership, any Investment Entity or such Partner is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the Partnership, the Partnership shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfernon-Transferring Partner, to such effect (unless the requirement that the Partnership receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfernon-Transferring Partner); 7.5.1.2 No Partner shall be permitted to Transfer any portion of its Partnership interest or take any other action which would cause the [34] 39 Partnership to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Partner shall be permitted to Transfer all or any portion of its Partnership interest or to take any other action (including, in the case of any Partner which is a corporation, limited liability company or partnership or a partner, partner or member or shareholder of a partnership or limited liability company which is a Partner, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies ), without the Approval of the other Partners against any adverse tax consequences suffered by the Partnership as a result thereofPartner; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the General Partner making the Transfer (if such withholding is required of the Partnership), no Partner shall be permitted to Transfer all or any portion of its interest in the Partnership to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; tax and 7.5.1.5 No Partner shall be permitted to Transfer all or any portion of its Partnership interest if such Transfer will (i) cause the assets of the Partnership or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership or any Investment EntityPartnership. 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIOab initio.

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, interest as a Partner in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, Partnership shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the Partnership, any Investment Entity or such Partner is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the Partnership, the Partnership shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfernon Transferring Partner, to such effect (unless the requirement that the Partnership receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfernon-Transferring Partner); 7.5.1.2 No Partner shall be permitted to Transfer any portion of its Partnership interest or take any other action which would cause the Partnership to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a);the 7.5.1.3 No Partner shall be permitted to Transfer all or any portion of its Partnership interest or to take any other action (including, in the case of any Partner which is a corporation, limited liability company or partnership or a partner, partner or member or shareholder of a partnership or limited liability company which is a Partner, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies ), without the Approval of the other Partners against any adverse tax consequences suffered by the Partnership as a result thereofPartner; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the General Partner making the Transfer (if such withholding is required of the Partnership), no Partner shall be permitted to Transfer all or any portion of its interest in the Partnership to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; and 7.5.1.5 No Partner shall be permitted to Transfer all or any portion of its Partnership interest if such Transfer will (i) cause the assets of the Partnership or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership or any Investment EntityPartnership. 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIOab initio.

Additional Transfer Restrictions. 7.5.1 Notwithstanding any provision of this Agreement to the contrary, and subject to the limitations in Sections 7.1 through 7.4, a Partner's ability to [34] 39 Transfer all or any portion of its Partnership interest, or ownership interests in such Partner, or, interest as a Partner in the case of any Highridge Partner, to permit the Transfer of direct or indirect (through one or more intermediaries) ownership interests in such Partner relating specifically or generally to such Partner's interest in the Partnership, Partnership shall be subject to the following additional restrictions: 7.5.1.1 No Transfer of all or any portion of such interest shall be effective unless (i) such Transfer complies with the Transfer restrictions in all agreements to which the Partnership, any Investment Entity or such Partner is a party, and (ii) such interest is registered under the Securities Act and any applicable state securities laws, or an exemption from registration is available, and, for any direct Transfer of an interest in the Partnership, the Partnership shall have received an opinion of counsel, reasonably Approved by the Partners other than the Partner making the Transfernon-Transferring Partner, to such effect (unless the requirement that the Partnership receive such legal opinion is waived by the Approval of the Partners other than the Partner making the Transfernon-Transferring Partner); 7.5.1.2 No Partner shall be permitted to Transfer any portion of its Partnership interest or take any other action which would cause the Partnership to be (i) treated as a "publicly traded partnership" within the meaning of Code Section 7704 or (ii) classified as a corporation (or as an association taxable as a corporation) within the meaning of Code Section 7701(a); 7.5.1.3 No Partner shall be permitted to Transfer all or any portion of its Partnership interest or to take any other action (including, in the case of any Partner which is a corporation, limited liability company or partnership or a partner, partner or member or shareholder of a partnership or limited liability company which is a Partner, a Transfer of any interest in such partnership, limited liability company or corporation or in the partners, members or shareholders thereof) which would result in a termination of the Partnership as a partnership within the meaning of Code Section 708(b)(1)(B) (a "Tax Termination") unless such Partner indemnifies ), without the Approval of the other Partners against any adverse tax consequences suffered by the Partnership as a result thereofPartner; 7.5.1.4 Unless arrangements concerning withholding are reasonably Approved by the Partners other than the General Partner making the Transfer (if such withholding is required of the Partnership), no Partner shall be permitted to Transfer all or any portion of its interest in the Partnership to any Person, unless such Person is a United States Person as defined in Code Section 7701(a)(30) and is not subject to withholding of any federal tax; and 7.5.1.5 No Partner shall be permitted to Transfer all or any portion of its Partnership interest if such Transfer will (i) cause the assets of the Partnership or any Investment Entity to be deemed to be "plan assets" under ERISA or its accompanying regulations or the Code or (ii) result in any "prohibited transaction" under ERISA or its accompanying regulations affecting the Partnership or any Investment EntityPartnership. 7.5.2 Any purported transfer or any other action taken in violation of this Section 7.5 shall be void AB INITIOab initio.