Common use of Assignments/Substitutions by Limited Partners Clause in Contracts

Assignments/Substitutions by Limited Partners. (a) A Limited Partner may not directly or indirectly sell, exchange, assign, mortgage, hypothecate, pledge or otherwise transfer its Units (or any interest therein) in whole or in part to any Person (an “Assignee”) unless: (i) such assignment or transfer would not violate the Securities Act or any state securities or “Blue Sky” laws applicable to the Partnership or the Units to be assigned or transferred; (ii) such assignment or transfer would not cause the Partnership to lose its status as a partnership for U.S. federal income tax purposes or cause the Partnership to become required to register under the 1940 Act; (iii) such assignment or transfer would not otherwise cause the Partnership to violate any applicable law, regulation, court order or judicial decree; and (iv) such assignment or transfer would not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder, and to achieve this purpose, the Partnership will not permit transfers (x) more frequently than quarterly, (y) without receiving 60 days’ (or such reasonably shorter period as is agreed to by the General Partner) written notice from or on behalf of an assigning or transferring Limited Partner and (z) in excess of 2% of the aggregate number of Units in any Fiscal Year (which limitation may be increased or decreased by the General Partner upon the advice of counsel). To transfer its Units, a Limited Partner shall submit an executed form to the Partnership, which form shall be provided by the Partnership upon request. Such transfer will be recorded on the books and records of the Partnership. (b) No assignment, transfer or substitution shall be recognized if the General Partner believes that such assignment, transfer or substitution would cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder. (c) The General Partner and/or its Affiliates may acquire Units of a transferring Limited Partner as a transferee. (d) Any attempted assignment or substitution not made in accordance with this Section 8.2 shall be deemed cancelled.

Assignments/Substitutions by Limited Partners. (a) A Limited Partner may not directly or indirectly sell, exchange, assign, mortgagepledge, hypothecate, pledge exchange or otherwise transfer its Units (or any interest therein) Interest in whole or in part to any Person (an “Assignee”) without the prior written consent of the General Partner, which consent may be given or withheld in the sole and absolute discretion of the General Partner; provided that no such assignment or transfer shall be made unless: (i) such assignment or transfer would not violate the Securities Act or any state securities or “Blue Sky” laws applicable to the Partnership or the Units Interest to be assigned or transferred; (ii) such assignment or transfer would not cause the Partnership to lose its status as a partnership for U.S. United States federal income tax purposes or cause the Partnership to become required subject to register under the 1940 Act; (iii) such assignment or transfer would not otherwise cause the Partnership to violate any applicable law, regulation, court order or judicial decree; and (iv) such assignment or transfer would not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations promulgated thereunder, ; (iv) such assignment or transfer would not cause a termination of the Partnership pursuant to Section 708 of the Code; (v) such assignment or transfer would not cause all or any portion of the assets of the Partnership to constitute “plan assets” under ERISA or the Code or be subject to the provisions of ERISA or the Code; and (vi) such assignment or transfer would not otherwise cause the Partnership or any Portfolio Company to violate any applicable law. In its sole and to achieve this purposeabsolute discretion, the General Partner may condition any such assignment or transfer upon receipt of an opinion of responsible counsel (who may be counsel for the Partnership will not permit transfers (x) more frequently than quarterly, (y) without receiving 60 days’ (or such reasonably shorter period as is agreed to by the General Partner) written notice from or on behalf of an ), which opinion and counsel shall be reasonably satisfactory to the General Partner. Each assigning or transferring Limited Partner and (z) in excess of 2% of the aggregate number of Units in any Fiscal Year (which limitation may be increased or decreased by the General Partner upon the advice of counsel). To transfer its Unitsagrees that it will pay all reasonable out- of-pocket expenses, a Limited Partner shall submit an executed form to the Partnershipincluding attorneys’ fees, which form shall be provided incurred by the Partnership upon request. Such in connection with any actual or proposed assignment or transfer will be recorded on of an Interest by such Limited Partner, except to the books and records of extent that the PartnershipAssignee thereof agrees to bear such expenses. (b) No assignmentAssignee of an Interest in the Partnership of a Limited Partner may be admitted as a substitute Limited Partner in the Partnership without the consent of the General Partner, transfer which consent may be given or substitution withheld in its sole and absolute discretion. An assignee of an Interest that is not admitted as a substitute Limited Partner shall be recognized if entitled only to allocations and distributions with respect to that Interest and shall have no rights to vote such Interest or to any information or accounting of the General Partner believes that such assignment, transfer or substitution would cause affairs of the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704 and shall not have any of the Code and the regulations promulgated thereunderother rights of a Partner pursuant to this Agreement. (c) The General Partner and/or its Affiliates may acquire Units of a transferring Limited Partner as a transferee. (d) Any attempted assignment or substitution not made in accordance with this Section 8.2 shall be deemed cancellednull and void.

Assignments/Substitutions by Limited Partners. (a) A Limited Partner may not directly or indirectly sell, exchange, assign, mortgage, hypothecate, pledge or otherwise transfer its Units (or any interest therein) Interest in whole or in part to any Person (an “Assignee”) unless:without the prior written consent of the General Partner, which consent may be given or withheld in the sole and absolute discretion of the General Partner. In no event will such an assignment or transfer be made unless:‌ (i) such assignment or transfer would not violate the Securities Act or any state securities or “Blue Sky” laws applicable to the Partnership or the Units Interest to be assigned or transferred; (ii) such assignment or transfer would not cause the Partnership to lose its status as a partnership for U.S. United States federal income tax purposes or cause the Partnership to become required subject to register under the 1940 Act; (iii) such assignment or transfer would not otherwise cause the Partnership to violate any applicable law, regulation, court order or judicial decree; and (iv) such assignment or transfer would not cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder and would not make the Partnership ineligible for “safe harbor” treatment under Section 7704 of the Code and the Treasury Regulations promulgated thereunder, and to achieve this purpose, ; and (iv) such assignment or transfer would not cause all or any portion of the assets of the Partnership will not permit transfers (x) more frequently than quarterlyto constitute “plan assets” under ERISA or the Code of any Benefit Plan Partner or to become subject to the provisions of ERISA. In its sole and absolute discretion, (y) without receiving 60 days’ (or such reasonably shorter period as is agreed to by the General Partner) written notice from or on behalf of an assigning or transferring Limited Partner and (z) in excess of 2% of the aggregate number of Units in any Fiscal Year (which limitation may be increased or decreased by the General Partner may condition any such assignment or transfer upon receipt of an opinion of responsible counsel (who may be counsel for the advice of counselPartnership), which opinion and counsel must be satisfactory to the General Partner in its reasonable discretion. To transfer its Units, a Each assigning Limited Partner shall submit an executed form to the Partnershipagrees that it will pay all out-of-pocket expenses, which form shall be provided including attorneys’ fees, incurred by the Partnership upon request. Such and the General Partner in connection with an assignment or transfer will be recorded on of an Interest by such Limited Partner, except to the books and records of extent that the PartnershipAssignee thereof agrees to bear such expenses. (b) No Assignee of an Interest of a Limited Partner may be admitted as a substitute Limited Partner in the Partnership without the consent of the General Partner, which consent may be given or withheld in its sole and absolute discretion. An Assignee of an Interest that is not admitted as a substitute Limited Partner will be entitled only to allocations and distributions with respect to that Interest and will have no rights to vote such Interest, to participate in the management of the Partnership or to any information or accounting of the affairs of the Partnership and will not have any of the other rights of a Partner pursuant to this Agreement. (c) The General Partner will prohibit any assignment, transfer or substitution shall be recognized (and will not recognize any such assignment, transfer or substitution) if the General Partner reasonably believes that such assignment, transfer or substitution would cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the regulations Treasury Regulations promulgated thereunder. (c) The General Partner and/or its Affiliates may acquire Units of a transferring Limited Partner as a transferee. (d) Any attempted assignment or substitution not made in accordance with this Section 8.2 shall will be deemed cancellednull and void.