Certain Additional Restrictions on Transfer Sample Clauses

Certain Additional Restrictions on Transfer. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest by any Partner be made (i) to any Person that lacks the legal right, power or capacity to own a Partnership Interest; (ii) if such Transfer would cause a termination of the Partnership for federal income tax purposes, except with the Consent of the Limited Partners, subject to the provisions of Section 9.7; (iii) if such Transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a partnership for federal income tax purposes; (iv) if such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b) of the Code; (v) if such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title 1 of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e)(2) of the Code); (vi) in violation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; (vii) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101 or (viii) if such transfer would cause the Partnership to fail to meet the “private placement safe harbor” described in Treasury Regulation Section 1.7704-1(h).

Certain Additional Restrictions on Transfer. In addition to the other restrictions on transfers set forth herein, each Holder and Holder of an interest in a Note (each participation or other interest in a Note, a "Note Interest", and each Holder and other holder thereof, an "Interestholder"), by its acceptance thereof, hereby agree to the following additional restrictions on transfer with respect to the Notes and Note Interests, without regard to whether the Notes or any Note Interests are "securities" as defined under the Securities Act: (i) Each Interestholder understands that the Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future such Interestholder decides to resell, pledge or otherwise transfer any of the Notes, such Notes may not be reoffered, resold, pledged or otherwise transferred except (i) to a person whom the Holder reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A, (ii) in an offshore transaction complying with Rule 904 of Regulation S, (iii), pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iv) to the Issuer of such Note or (v) pursuant to an effective registration statement under the Securities Act, and, in each case, in accordance with all applicable U.S. state securities laws. (ii) Each Interestholder may hold its interests in any Note through Euroclear, Cedel or another depository; provided no such Interestholder may grant any Participations in the interest so held through a depository. It is acknowledged that neither Euroclear nor Cedel will undertake to enforce the restrictions on transfer contained in this Section 10.06(e). Each Holder understands that the Notes will, unless otherwise agreed by the Issuer and the Interestholder thereof, bear a legend to the following effect: