Common use of Certain Restrictions on Transfer Clause in Contracts

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest or Units by any Person be made (i) to any person or entity that lacks the legal right, power or capacity to own a Partnership Interest or Units; (ii) in the event such Transfer would cause LTC to cease to comply with the REIT Requirements; (iii) if such Transfer would cause a termination of the Partnership for federal income tax purposes; (iv) 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; (v) if such Transfer would result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code; (vi) in violation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; (vii) if the General Partner reasonably believes that such Transfer may (A) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (B) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (C) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (D) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viii) if the intended transferee is a Restricted Entity. Any purported Transfer described in this Section 8.4 shall be void ab initio.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer transfer herein contained, except with the consent of the General Partner, in no event may any Transfer transfer of a Partnership Interest or RP Units by any Person be made (ia) to any person or entity Entity that lacks the legal right, power or capacity to own a Partnership Interest or RP Units; (iib) in the event such Transfer transfer would be substantially likely to cause LTC the General Partner to cease to comply with the REIT Requirements; (iiic) if such Transfer transfer would be substantially likely to cause a -43- 48 termination of the Partnership for federal income tax purposes; (ivd) if such Transfer wouldtransfer would be substantially likely to, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a Partnership for federal income tax purposes; (ve) if such Transfer transfer would be substantially likely to result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the CodeCode and the Regulations thereunder; (vif) in violation of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976; (viig) if the General Partner reasonably believes that such Transfer transfer may (Ai) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (Bii) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (Ciii) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (Div) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viiih) if the intended transferee is a Restricted Entity. Any purported Transfer transfer described in this Section 8.4 9.3 shall be void ab initio.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer transfer herein contained, except with the consent of the General Partner, in no event may any Transfer transfer of a Partnership Interest or OP Units by any Person be made (ia) to any person or entity Entity that lacks the legal right, power or capacity to own a Partnership Interest or OP Units; (iib) in the event such Transfer transfer would be substantially likely to cause LTC SLT to cease to comply with the REIT Requirements; (iiic) if such Transfer transfer would be substantially likely to cause a termination of the Partnership for federal income tax purposes; (ivd) if such Transfer wouldtransfer would be substantially likely to, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a Partnership for federal income tax purposes; (ve) if such Transfer transfer would be substantially likely to result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the CodeCode and the Regulations thereunder; (vif) in violation of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976; (viig) if the General Partner reasonably believes that such Transfer transfer may (Ai) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (Bii) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (Ciii) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (Div) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viiih) if the intended transferee is a Restricted Entity. Any purported Transfer transfer described in this Section 8.4 9.3 shall be void ab initio.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest or Units by any Person be made (i) to any person or entity that lacks the legal right, power or capacity to own a Partnership Interest or Units; (ii) in the event such Transfer would cause LTC to cease to comply with the REIT Requirements; (iii) if such Transfer would cause a termination of the Partnership for federal income tax purposes; (iv) 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; (v) if such Transfer would result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code; (vi) in violation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; (vii) if the General Partner reasonably believes that such Transfer may (A) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (B) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (C) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e4975(c) of the Code) or (D) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viii) if the intended transferee is a Restricted Entity. Any purported Transfer described in this Section 8.4 shall be void ab initio.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest or Units by any Person be made (i) to any person or entity that lacks the legal right, power or capacity to own a Partnership Interest or Units; (ii) in the event such Transfer would cause LTC to cease to comply with the REIT RequirementsRequirement; (iii) if such Transfer would cause a termination of the Partnership for federal income tax purposes; (iv) 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; (v) if such Transfer would result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an established securities market" * or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code; (vi) in violation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; (vii) if the General Partner reasonably believes that such Transfer may (A) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (B) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (C) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (D) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viii) if the intended transferee is a Restricted Entity. Any purported Transfer described in this Section 8.4 shall be void ab initio.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer transfer herein contained, in no event may any Transfer transfer of a Partnership Interest or Units by any Person Partner be made (i) to any person or entity that who lacks the legal right, power or capacity to own a Partnership Interest or UnitsInterest; (ii) in the event such Transfer transfer would cause LTC the General Partner to cease to comply with the REIT Requirements; , (iii) if such Transfer transfer would cause a termination of the Partnership for federal income tax purposes; , (iv) if such Transfer transfer would, in the opinion of counsel to the Partnership, cause the Partnership to cease to be classified as a Partnership for federal Federal income tax purposes; , (v) if such Transfer would result in the Partnership being treated as a "publicly traded partnership" or transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 7704(b) of the Code; , (vi) in violation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; (vii) if the General Partner reasonably believes that such Transfer may (A) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (B) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (C) transfer would cause the Partnership to become become, with respect to any Restricted Entity employee benefit plan subject to Title l of ERISA, a "party in party-in-interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(esection 4975(c) of the 41 Code), (vii) or (D) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to be jointly and severally liable for constitute assets of any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject plan pursuant to ERISA or any "plan" as defined in Department of Labor Regulations Section 4975 of the Code; 2510.2-101 or (viii) if to a lender to the intended transferee Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a Restricted EntityNonrecourse Liability, unless in the opinion of counsel to the Partnership, such transfer and ownership of the Partnership Interest by the lender (or related person) will not have adverse federal income tax consequence to the Partners. Any purported Transfer described In addition, the following Persons admitted to the Partnership as Limited Partners pursuant to that certain Fourth Amendment to Agreement of Limited Partnership dated as of March 21, 1997, shall in this Section 8.4 shall no event be void ab initioentitled to transfer all or any portion of their Partnership Interests to the General Partner: Stewxxx X. Xxxxxxx, Xxbexx X. Xxx, XXBC Associates, Inc., 330 Associates, Inc., and APEX Asset Management Corporation.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer transfer herein contained, except with the consent of the General Partner, in no event may any Transfer transfer of a Partnership Interest or Units by any Person be made (ia) to any person or entity Entity that lacks the legal right, power or capacity to own a Partnership Interest or Units; (iib) in the event such Transfer transfer would cause LTC the General Partner to cease to comply with the REIT Requirements; (iiic) if such Transfer transfer would cause a termination of the Partnership for federal income tax purposes; (ivd) if such Transfer 45 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; (ve) if such Transfer transfer would result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the CodeCode and the Regulations thereunder; (vif) in violation of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976; (viig) if the General Partner reasonably believes that such Transfer transfer may (Ai) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (Bii) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (Ciii) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (Div) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viiih) if the intended transferee is a Restricted Entity. Any purported Transfer transfer described in this Section 8.4 9.3 shall be void ab initio.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer transfer herein contained, except with the consent of the General Partner, in no event may any Transfer transfer of a Partnership Interest or Units by any Person be made (ia) to any person or entity Entity that lacks the legal right, power or capacity to own a Partnership Interest or Units; (iib) in the event such Transfer transfer would cause LTC SLT to cease to comply with the REIT Requirements; (iiic) if such Transfer transfer would cause a termination of the Partnership for federal income tax purposes; (ivd) if such Transfer 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; (ve) if such Transfer transfer would result in the Partnership being treated as a "publicly traded partnership" or is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the CodeCode and the Regulations thereunder; (vif) in violation of the XxxxHart-Xxxxx-Xxxxxx Antitrust Xxxitrust Improvements Act of 1976; (viig) if the General Partner reasonably believes that such Transfer transfer may (Ai) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor 48 Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (Bii) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (Ciii) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (Div) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viiih) if the intended transferee is a Restricted Entity. Any purported Transfer transfer described in this Section 8.4 9.3 shall be void ab initio.

Certain Restrictions on Transfer. In addition to any other restrictions on Transfer herein contained, in no event may any Transfer of a Partnership Interest or Units by any Person be made (i) to any person or entity that lacks the legal right, power or capacity to own a Partnership Interest or Units; (ii) in the event such Transfer would cause LTC to cease to comply with the REIT Requirements; (iii) if such Transfer would cause a termination of the Partnership for federal income tax purposes; (iv) 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; (v) if such Transfer would result in the Partnership Partnership, being treated as a "publicly traded partnership" or is effectuated through an established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code; (vi) in violation of the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976; (vii) if the General Partner reasonably believes that such Transfer may (A) cause any portion or all of the assets of the Partnership to be deemed pursuant to United States Department of Labor Regulation Section 2510.3-101 or otherwise pursuant to ERISA or the Code to be for any purpose of ERISA or Section 4975 of the Code assets of any Restricted Entity, or (B) cause a "prohibited transaction" (as defined in Section 4975(c) of the Code or within the meaning of Section 406 of ERISA) to occur, or (C) cause the Partnership to become with respect to any Restricted Entity a "party in interest" (as defined in Section 3(14) of ERISA) or a "disqualified person" (as defined in Section 4975(e) of the Code) or (D) cause the Partnership to be jointly and severally liable for any obligation arising under ERISA or the Code with respect to any "employee benefit plan" as defined in and subject to ERISA or any "plan" as defined in Section 4975 of the Code; or (viii) if the intended transferee is a Restricted Entity. Any purported Transfer described in this Section 8.4 shall be void ab initio.