Common use of Assignability of Units Clause in Contracts

Assignability of Units. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Units or any part or all of his right, title and interest in the capital or profits of the Fund in violation of any applicable federal or state securities laws or without giving written notice of the assignment, transfer or disposition to the General Partner and that no assignment, transfer or disposition shall be effective against the Fund or General Partner until the General Partner receives the written notice thereof and has consented thereto. Any assignment, transfer or disposition by an assignee of his Units or of any part of his right, title and interest in the capital or profits of the Fund shall not be effective against the Fund or the General Partner until the General Partner has consented thereto, and the General Partner shall not be required to give any assignee any rights hereunder prior to the General Partner’s consent having been given; provided, however, that a Limited Partner may transfer the economic benefits of ownership of such Limited Partner’s Units without the prior written consent of the General Partner. The General Partner will consent to the assignment, transfer or disposal of Units upon receipt of notice in accordance with the foregoing, provided that such assignment, transfer or disposal would not violate any applicable federal or state securities laws and would not cause the Fund to lose its status as a partnership for federal income tax purposes.

Assignability of Units. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Units or any part or all of his right, title and interest in the capital or profits of the Fund in violation of any applicable federal or state securities laws or without giving written notice of the assignment, transfer or disposition to the General Partner and that no assignment, transfer or disposition shall be effective against the Fund or General Partner until the General Partner receives the written notice thereof and has consented thereto. Any assignment, transfer or disposition by an assignee of his Units or of any part of his right, title and interest in the capital or profits of the Fund shall not be effective against the Fund or the General Partner until the General Partner has consented thereto, and the General Partner shall not be required to give any assignee any rights hereunder prior to the General Partner’s consent having been given; provided, however, that a Limited Partner may transfer the economic benefits of ownership of such Limited Partner’s Units without the prior written consent of the General Partner. The General Partner will consent to the assignment, transfer or disposal of Units upon receipt of notice in accordance with the foregoing, provided that such assignment, transfer or disposal would not violate any applicable federal or state securities laws and would not cause the Fund to lose its status as a partnership for federal income tax purposes.