Common use of Assignment, Withdrawal Under Certain Circumstances Clause in Contracts

Assignment, Withdrawal Under Certain Circumstances. Notwithstanding any provision of this Agreement to the contrary, any Foundation Partner may elect to use all commercially reasonable efforts to effect an Assignment of its Interest in the Partnership to another Person in a transaction that complies with Section 10.1 or, if such Assignment is not practicable, may withdraw from the Partnership, if such Foundation Partner shall deliver to the General Partner an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the General Partner, to the effect that such Assignment or withdrawal is necessary for such Foundation Partner to avoid (i) excise taxes imposed by subchapter A of chapter 42 of the Code (other than §§ 4940 and 4942 thereof), or (ii) a material breach of the fiduciary duties of such Foundation Partner’s trustees under any U.S. federal or state law applicable to such trustees or any rule or regulation adopted thereunder by any agency, commission or authority having jurisdiction. In the event of the delivery of the opinion of counsel referred to in the preceding sentence, any Assignment of a Foundation Partner’s Interest in the Partnership and/or any withdrawal of such Foundation Partner contemplated by this Section 3.10(d) shall be effected pursuant to the procedures outlined in Section 10.4.

Assignment, Withdrawal Under Certain Circumstances. Notwithstanding any provision of this Agreement to the contrary, any Foundation Partner may elect to use all commercially reasonable efforts to effect an Assignment of its Interest in the Partnership to another Person in a transaction that complies with Section 10.1 or, if such Assignment is not practicable, may withdraw from the Partnership, if such Foundation Partner shall deliver to the General Partner an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the General Partner, to the effect that such Assignment or withdrawal is necessary for such Foundation Partner to avoid (i) excise taxes imposed by subchapter A of chapter 42 of the Code (other than §§ 4940 and 4942 thereof), or (ii) a material breach of the fiduciary duties of such Foundation Partner’s 's trustees under any U.S. federal or state law applicable to such trustees or any rule or regulation adopted thereunder by any agency, commission or authority having jurisdiction. In the event of the delivery of the opinion of counsel referred to in the preceding sentence, any Assignment of a Foundation Partner’s 's Interest in the Partnership and/or any withdrawal of such Foundation Partner contemplated by this Section 3.10(d) shall be effected pursuant to the procedures outlined in Section 10.4.