Common use of FURTHER LIMITATION ON EXERCISE Clause in Contracts

FURTHER LIMITATION ON EXERCISE. The Exchange Rights may not be exercised unless the Partnership receives an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the General Partner, that the proposed exercise of such Exchange Rights shall not cause the Partnership to cease to qualify as a partnership for Federal income tax purposes. This requirement may be waived by the General Partner, and shall not apply to the exercise by the sole remaining Limited Partner of the Exchange Rights with respect to all of his or its Convertible Preferred Units.

FURTHER LIMITATION ON EXERCISE. The Exchange Rights may not be exercised unless the Partnership receives an opinion of counsel, which counsel and opinion shall be reasonably satisfactory to the General Partner, that the proposed exercise of such Exchange Rights shall not cause the Partnership to cease to qualify as a partnership for Federal income tax purposes. This requirement may be waived by the General Partner, and shall not apply to the exercise by the sole remaining Limited Partner of the Exchange Rights with respect to all of his or its Convertible Series C Preferred Units.