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:
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Samples: www.sec.gov, Limited Partnership Agreement (Starwood Waypoint Residential Trust), Limited Partnership Agreement (Starwood Waypoint Residential Trust)
