Common use of Exceptions to Exercise of Redemption Right Clause in Contracts

Exceptions to Exercise of Redemption Right. (i) Notwithstanding the provisions of this Section 8.7 or any other provision of this Agreement, a Limited Partner (a) shall not be entitled to effect a Redemption for cash or an exchange for Shares to the extent the ownership or right to acquire Shares pursuant to such exchange by such Limited Partner on the Specified Redemption Date could cause such Limited Partner or any other Person to violate the restrictions on ownership and transfer of Shares set forth in the Charter of the General Partner and (b) shall have no rights under this Agreement to acquire Shares which would otherwise be prohibited under the Charter. To the extent any attempted exercise of the Redemption Right or exchange for Shares would be in violation of this Section 8.7.C(i), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such exercise of such Redemption Right or the Shares otherwise issuable upon such exchange. Notwithstanding the foregoing, the General Partner shall, and shall cause the Partnership to, take reasonable steps to cooperate with any Limited Partner who exercises the Redemption Right to structure any such Redemption that would otherwise violate the restrictions on ownership and transfer of Shares set forth in the Charter of the General Partner in a manner that will permit the Redemption without violating such restrictions. Such steps may include (x) satisfying the Redemption of any Partnership Units with respect to which the issuance of Shares would result in the violation of the restrictions on ownership through the payment of the Cash Amount, (y) the General Partner selling in a registered or private offering Shares and causing the Redemption of Partnership Units with the proceeds from such sales, or (z) otherwise structuring any sales by holders of Shares in a registered offering in manner that would not result in a Limited Partner violating the ownership restrictions set forth in the Charter of the General Partner. (ii) Notwithstanding the provisions of Sections 8.7.A and 8.7.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.7.A if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date would be prohibited under applicable U.S. federal or state securities laws or regulations (in each case regardless of whether the General Partner would in fact assume and satisfy the Redemption Right).

Exceptions to Exercise of Redemption Right. (i) Notwithstanding the provisions of this Section 8.7 8.6 or any other provision of this Agreement, a Limited Partner (a) shall not be entitled to effect a Redemption for cash or an exchange for Shares to the extent the ownership or right to acquire Shares pursuant to such exchange by such Limited Partner on the Specified Redemption Date could cause such Limited Partner or any other Person to violate the restrictions on ownership and transfer of Shares set forth in the Charter of the General Partner and (b) shall have no rights under this Agreement to acquire Shares which would otherwise be prohibited under the Charter. To the extent any attempted exercise of the Redemption Right or exchange for Shares would be in violation of this Section 8.7.C(i8.6.C(i), it shall be null and void ab initio and such Limited Partner shall not acquire any rights or economic interest in the cash otherwise payable upon such exercise of such Redemption Right or the Shares otherwise issuable upon such exchange. Notwithstanding the foregoing, the General Partner shall, and shall cause the Partnership to, take reasonable steps to cooperate with any Limited Partner who exercises the Redemption Right to structure any such Redemption that would otherwise violate the restrictions on ownership and transfer of Shares set forth in the Charter of the General Partner in a manner that will permit the Redemption without violating such restrictions. Such steps may include (x) satisfying the Redemption of any Partnership Units with respect to which the issuance of Shares would result in the violation of the restrictions on ownership through the payment of the Cash Amount, (y) the General Partner selling in a registered or private offering Shares and causing the Redemption of Partnership Units with the proceeds from such sales, or (z) otherwise structuring any sales by holders of Shares in a registered offering in manner that would not result in a Limited Partner violating the ownership restrictions set forth in the Charter of the General Partner. (ii) Notwithstanding the provisions of Sections 8.7.A 8.6.A and 8.7.B8.6.B, a Partner shall not be entitled to exercise the Redemption Right pursuant to Section 8.7.A 8.6.A if (but only as long as) the delivery of Shares to such Partner on the Specified Redemption Date would be prohibited under applicable U.S. federal or state securities laws or regulations (in each case regardless of whether the General Partner would in fact assume and satisfy the Redemption Right).