Common use of Admission of Transferee Clause in Contracts

Admission of Transferee. Notwithstanding anything in this Section 12 to the contrary and except as provided in Sections 5.2(a), 5.2(b), 12.1 and 14.6, no Transfer of Interests in the Partnership shall be permitted unless the potential transferee is admitted as a Partner under this Section 12.3. If a Partner Transfers all or any portion of its Interest in the Partnership, such transferee may become a Partner if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Partnership in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Partnership and the remaining Partners as may be required by applicable law or otherwise advisable. Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Partner or to a third party, shall be of no effect, and such transferee shall not become a Partner, if the General Partner or Starwood determines in its sole discretion that: (a) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (b) as a result of such Transfer the Partnership would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; or (c) as a result of such Transfer, the Partnership would or may have in the aggregate more than one hundred (100) members and material adverse federal income tax consequences would result to a Partner or cause the Partnership to be taxable as a corporation for federal income tax purposes. For purposes of determining the number of members under this Section 12.3(c), a “beneficial owner” indirectly owning an interest in the Partnership through a “flow-through entity” shall be considered a member, but only if (i) substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Partnership and (ii) in the sole discretion of the General Partner, a principal purpose of the use of the flow-through entity is to permit the Partnership to satisfy the 100-member limitation. The General Partner may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Partner and from any Partner as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.

Admission of Transferee. Notwithstanding anything in this Section 12 11 to the contrary and except as provided in Sections 5.2(a), 5.2(b), 12.1 and 14.6Section 11.5, no Transfer by a Partner of Interests in the Partnership its Interest shall be permitted unless the potential transferee is admitted as a Partner under this Section 12.311.3. If a Partner Transfers all or any portion of its Interest in the PartnershipInterest, such transferee may become a Partner if (i) such transferee executes and agrees to be bound by this Agreement, including the provisions restricting public trading of such Interest, (ii) the transferor Transferring Partner and/or transferee pays all reasonable legal and other fees and expenses incurred by the Partnership in connection with such assignment and substitution Transfer and (iii) the transferor Transferring Partner and transferee execute such documents and deliver such certificates to the Partnership and the remaining Partners as may be required by applicable law or and as otherwise advisablereasonably required by General Partner (except in connection with the admission of a Replacement General Partner pursuant to Section 8.1(c)(i), in which case as otherwise reasonably required by the Removing Partner). Notwithstanding anything to the foregoingcontrary, any Transfer or purported Transfer of any Interest, whether to another Partner or to a third third-party, shall be of no effect, and such transferee shall not become a Partner, if the General Partner or Starwood determines in its sole discretion thatif: (a) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (b) as a result of such Transfer Transfer, the Partnership would be required to register as an investment company under the Investment Company Act of 1940, as amended, 1940 or any rules or regulations promulgated thereunder; or, all as amended and in effect as of the date of determination; (c) such Transfer may reasonably be expected to cause the assets of the Partnership to be deemed “plan assets” (within the meaning of 29 C.F.R. 2510.3-101, as modified by section 3(42) of ERISA); (d) as a result of such Transfer, the Partnership would or may have in the aggregate more than one hundred (100) members partners and material adverse federal income tax consequences would result to a Partner or cause the Partnership to be taxable Partner; or (e) as a corporation for federal income tax purposes. For purposes result of determining such Transfer, the number of members under this Section 12.3(c), Interest held by a “beneficial owner” indirectly owning an interest Partner on the Effective Date would be held by more than three (3) Partners in the Partnership through a “flow-through entity” shall be considered a member, but only if (i) substantially all of the value of the beneficial owner’s interest in the flow-through entity is attributable to the flow-through entity’s interest (direct or indirect) in the Partnership and (ii) in the sole discretion of the General Partner, a principal purpose of the use of the flow-through entity is to permit the Partnership to satisfy the 100-member limitationaggregate. The General Any Partner may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Partner and from any Partner as to its legal nature and composition and shall be entitled to rely on any such certificate in connection with making such determinations under this Section 12.311.3.

Admission of Transferee. Notwithstanding anything in this Section 12 Agreement to the contrary and except as provided in Sections 5.2(a), 5.2(b), 12.1 and 14.6contrary, no Transfer of Interests in the Partnership shall be permitted unless the potential transferee Permitted Transferee is admitted as a Partner under this Section 12.311.4. If a Partner Transfers all or any portion of its Interest in the Partnership, such transferee may become a Partner if (i) such transferee executes and agrees to be bound by this AgreementAgreement as if such transferee were a Partner as of the date hereof, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Partnership in connection with such assignment Transfer and substitution (except that IBI and its Affiliates shall not be responsible for any fees or expenses of the Partnership in connection with the Transfers of Interests contemplated by the Purchase Agreement), and (iii) the transferor and transferee execute such documents and deliver such certificates to the Partnership and the remaining Partners as may be required by applicable law or otherwise advisable. Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Partner or to a third party, shall be of no effect, and such transferee shall not become a Partner, if the General Partner or Starwood determines in its sole discretion that: (a) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state or other jurisdiction securities laws; (b) as a result of such Transfer the Partnership would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; (c) as a result of such Transfer the aggregate value of Interests held by "benefit plan investors" including at least one benefit plan investor that is subject to ERISA, would be "significant" (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-101(f)(2)) with the result that the assets of the Partnership will be deemed to be "plan assets" for purposes of ERISA; or (cd) as a result of such Transfer, the Partnership would or may have in the aggregate more than one hundred (100) members [ORIGINAL TEXT REDACTED] Partners and material adverse federal income tax consequences would result as a result, in the opinion of counsel to a Partner or cause the Partnership, the Partnership to be taxable as would constitute a corporation for federal income tax purposes"publicly traded partnership" within the meaning of Section 7704 of the Code. For purposes of determining the number of members Partners under this Section 12.3(c4.6(e), a “Person (the "beneficial owner” ") indirectly owning an interest in the Partnership through a “partnership, grantor trust or S corporation (as such terms are used in the Code) (the "flow-through entity” ") shall be considered a memberPartner, but only if (i) substantially all of the value of the beneficial owner’s 's interest in the flow-through entity is attributable to the flow-through entity’s 's interest (direct or indirect) in the Partnership and (ii) in the sole discretion of the General Partner, a principal purpose of the use of the flow-through entity is to permit the Partnership to satisfy the 100-member [ORIGINAL TEXT REDACTED] Partner limitation. The General Partner may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Partner and from any Partner as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.311.4.

Admission of Transferee. Partial Transfers. Notwithstanding anything in this Section 12 to the contrary and except as provided in Sections 5.2(a), 5.2(b), 12.1 and 14.6Section 14.5, no Transfer of Interests in the Partnership Company shall be permitted unless the potential transferee is admitted as a Partner Member under this Section 12.3. If a Partner Transfers all or any portion of its Interest in the Partnership, such . (a) Such transferee may become a Partner Member if (i) such transferee executes and agrees to be bound by this Agreement, (ii) the transferor and/or transferee pays all reasonable legal and other fees and expenses incurred by the Partnership Company in connection with such assignment and substitution and (iii) the transferor and transferee execute such documents and deliver such certificates to the Partnership Company and the remaining Partners Manager as may be required by applicable law or otherwise advisable. ; and (b) Notwithstanding the foregoing, any Transfer or purported Transfer of any Interest, whether to another Partner Member or to a third party, shall be of no effecteffect and void ab initio, and such transferee shall not become a PartnerMember or an owner of the purportedly transferred Interest, if the General Partner or Starwood Manager determines in its sole discretion that: (ai) the Transfer would require registration of any Interest under, or result in a violation of, any federal or state securities laws; (bii) the Transfer would result in a termination of the Company under Code Section 708(b); (iii) as a result of such Transfer the Partnership Company would be required to register as an investment company under the Investment Company Act of 1940, as amended, or any rules or regulations promulgated thereunder; or; (civ) if as a result of such Transfer the aggregate value of Interests held by "benefit plan investors" including at least one benefit plan investor that is subject to ERISA, could be "significant" (as such terms are defined in U.S. Department of Labor Regulation 29 C.F.R. 2510.3-10l (f)(2)) with the result that the assets of the Company could be deemed to be "plan assets" for purposes of ERISA; (v) as a result of such Transfer, the Partnership Company would or may have in the aggregate more than one hundred (100( l 00) members and material adverse federal income tax consequences would result to a Partner or cause the Partnership to be taxable as a corporation for federal income tax purposesMember. For purposes of determining the number of members under this Section 12.3(c12.3(b)(v), a “beneficial owner” Person indirectly owning an interest in the Partnership Company through a “flow-through entity” partnership, grantor trust or S corporation (as such terms are used in the Code) (a "Flow Through Entity") shall be considered a member, but only if (i) substantially all of the value of the beneficial owner’s such Person's interest in the flowFlow-through entity Through Entity is attributable to the flowFlow-through entity’s Through Entity's interest (direct or indirect) in the Partnership Company and (ii) in the sole discretion of the General PartnerManager, a principal purpose of the use of the flowFlow-through entity Through Entity is to permit the Partnership Company to satisfy the 100-100- member limitation; or (vi) the transferor failed to comply with the provisions of Sections 12.2(a) or (b). The General Partner Manager may require the provision of a certificate as to the legal nature and composition of a proposed transferee of an Interest of a Partner Member and from any Partner Member as to its legal nature and composition and shall be entitled to rely on any such certificate in making such determinations under this Section 12.3.