Common use of Further Restrictions on Transfer Clause in Contracts

Further Restrictions on Transfer. In no event may a Partner, any owner of any beneficial ownership interest in any Partner or any Assignee, Transfer all or any portion of its Partnership Interest if the effect of such action would cause the Partnership to breach or be in default under any agreement, document, contract or instrument to which the Partnership is a party, or by which the Partnership or the assets of the Partnership are bound. Additionally, in no event may a Transfer be made by any Partner or Assignee if: (a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (b) such Transfer would require the registration of the applicable transferred Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, any Applicable Securities Laws) or other foreign securities laws or would constitute a non-exempt distribution pursuant to applicable state securities laws; (c) such Transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations; (d) such Transfer would cause any portion of the assets of the Partnership to become “plan assets” of any benefit plan investor within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations, or to be regulated under the Employee Retirement Income Security Act of 1974, as amended from time to time; or (e) to the extent requested, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the applicable Partner’s, as determined in any such Partner’s sole discretion.

Further Restrictions on Transfer. In no event may a Partner, any owner of any beneficial ownership interest in any Partner or any Assignee, Transfer all or any portion of its Partnership Interest if the effect of such action would cause the Partnership to breach or be in default under any agreement, document, contract or instrument to which the Partnership is a party, or by which the Partnership or the assets of the Partnership are bound. Additionally, in no event may a Transfer be made by any Partner or Assignee if: (a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (b) such Transfer would require the registration of the applicable transferred Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, any Applicable the Securities LawsAct or the Exchange Act) or other foreign securities laws or would constitute a non-exempt distribution pursuant to applicable state securities laws; (c) such Transfer would cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to the regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations; (d) such Transfer would cause any portion of the assets of the Partnership to become “plan assets” of any benefit plan investor within the meaning of regulations issued by the U.S. Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, or any successor regulations, or to be regulated under the Employee Retirement Income Security Act of 1974, as amended from time to time; or (e) to the extent requested, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the applicable Partner’s, as determined in any such Partner’s sole discretion.