Common use of Assignability of Interest Clause in Contracts

Assignability of Interest. Without the written consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may not make a Transfer, in whole or in part, to any Person except by operation of law. With the consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may make a Transfer (i) in circumstances in which the tax basis of the Interest in the hands of the Transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferor, (ii) to members of such Partner's immediate family (brothers, sisters, spouse, parents and children), or (iii) as a distribution from a qualified retirement plan or an individual retirement account. The General Partner may permit other Transfers under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such other Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer will not cause the Partnership to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal tax purposes. Any attempted Transfer not made in accordance with this Section 7.01, to the fullest extent permitted by applicable law, shall be null and void ab initio.

Assignability of Interest. Without the written consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may not make a Transfer, in whole or in part, to any Person except by operation of law. With the consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may make a Transfer (i) in circumstances in which the tax basis of the Interest in the hands of the Transferee is determined, in whole or in part, by reference to its tax basis in the hands of the Transferor, (ii) to members of such Partner's immediate family (brothers, sisters, spouse, parents and children), or (iii) as a distribution from a qualified retirement plan or an individual retirement account. The General Partner may permit other Transfers under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such other Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer will not cause the Partnership to be treated as a "publicly traded partnership" taxable as a corporation for U.S. federal tax purposes. Any attempted Transfer not made in accordance with this Section 7.01, to the fullest extent permitted by applicable law, shall be null and void ab initio.initio.‌

Assignability of Interest. Without the written consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may not make a Transfer, in whole or in part, to any Person except by operation of law. With the consent of the General Partner, which may be given or withheld in its sole discretion, a Limited Partner may make a Transfer (i) in circumstances in which the tax basis of the Interest in the hands of the Transferee is determined, in whole or in part, by reference to its tax tax‌‌ basis in the hands of the Transferor, (ii) to members of such Partner's ’s immediate family (brothers, sisters, spouse, parents and children), or (iii) as a distribution from a qualified retirement plan or an individual retirement account. The General Partner may permit other Transfers under such other circumstances and conditions as it, in its sole discretion, deems appropriate; provided, however, that prior to any such other Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer will not cause the Partnership to be treated as a "“publicly traded partnership" ” taxable as a corporation for U.S. federal tax purposes. Any attempted Transfer not made in accordance with this Section 7.01, to the fullest extent permitted by applicable law, shall be null and void ab initio.