Common use of Further Restrictions Clause in Contracts

Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited 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 such transferred Unit or of any class or series of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act 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 by the General Partner, 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 reasonably satisfactory to the General Partner. Notwithstanding any other provision of this Agreement, no Partner or its Affiliates shall Transfer any or all of its Units, or take any other action, if such Transfer or action could (by itself or in conjunction with other actions) result in the Partnership being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder; and provided further that, to the fullest extent permitted by law, any such Transfer or action shall be null and void, ab initio.

Further Restrictions. (a) Notwithstanding any contrary other provision in of this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner Member, Assignee, Permitted Transferee or Assignee Permitted Designee if: (ai) such the Transfer is made to any Person who lacks the legal right, power or capacity to own such the Unit; (bii) such the Transfer would require the registration of such transferred the Transferred Unit or of any class or series of Unit pursuant to under any applicable United States federal or state securities laws Laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign securities laws Laws or would constitute a non-exempt distribution pursuant to under applicable state securities lawsLaws; (ciii) such the Transfer would cause any portion of the assets of the Partnership LLC to constitute assets of any employee benefit plan pursuant to under 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; (div) such the Transfer would cause any portion of the assets of the Partnership LLC 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 (ev) to the extent reasonably requested by the General PartnerManaging Member, the Partnership LLC does not receive such the legal and/or and tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such the Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form reasonably satisfactory to the General Partner. Managing Member. (b) Notwithstanding any other provision of this Agreement, no Partner Member (including the Managing Member), Assignee, Permitted Transferee or its Affiliates shall Permitted Designee will Transfer any or all of its Units, or take (or permit any Affiliate to take) any other action, if such the Transfer or action would cause the LLC to have more than 100 partners for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), or otherwise could (by itself or in conjunction with other actions) reasonably be expected to result in the Partnership LLC being treated as a “publicly traded partnership” within the meaning of Code Section 7704 of the Code and the Regulations promulgated thereunder; . For purposes of the preceding sentence, each Member (including the Managing Member), Assignee, Permitted Transferee or Permitted Designee shall both be permitted and provided further thatrequired, as the case may be, to assume that the Initial Units of each other Equityholder Group are held, for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), by a number of partners equal to the Maximum Number of Holders of the applicable Equityholder Group, and shall be required to take into account any additional information as to the number of partners for purposes of Code Section 7704 (for example, as to Units issued after the Effective Date) provided to such Member in writing by the Managing Member. Notwithstanding any other provision of this Agreement, no such Member, Assignee, Permitted Transferee or Permitted Designee will Transfer its Units, or take (or permit any Affiliate to take) any other action, to the extent that such Transfer or action would cause the Initial Units of the applicable Equityholder Group to be held, for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section 1.7704-1(h)(3), by a number of partners that is greater than the Maximum Number of Holders of such Equityholder Group. For this purpose, except to the extent that Code Section 7704 requires otherwise, Section 8.1(a)(iii) (other than the first and last sentences thereof) shall apply, mutatis mutandis, in determining the number of partners for purposes of Code Section 7704 that hold Initial Units of an Equityholder Group. To the fullest extent permitted by lawLaw, any such Transfer or action shall in violation of this Section 8.3(b) will be null and void, ab initio.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer (including an Exempt Transfer and, for purposes of clauses (ii), (iii) and (v) only, an Exempt Pledge) of a Unit be made by any Limited Partner Member or Assignee ifif the Managing Member determines that: (ai) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (bii) such Transfer would require the registration of such transferred Unit or of any class or series of Unit pursuant to any applicable United States U.S. federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws; (ciii) such Transfer would cause (A) all or any portion of the assets of the Partnership Company to (1) 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” (under ERISA, the Code or any applicable Similar Law) of any benefit plan investor within existing or contemplated Member, or (2) be subject to the meaning provisions of regulations issued by the U.S. Department of Labor at ERISA, Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 4975 of the Code of Federal Regulationsor any applicable Similar Law, or (B) the Managing Member to become a fiduciary with respect to any successor regulationsexisting or contemplated Member, pursuant to ERISA, any applicable Similar Law, or to be regulated under the Employee Retirement Income Security Act of 1974, as amended from time to time; orotherwise; (eiv) to the extent requested by the General PartnerManaging Member, the Partnership Company 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 reasonably satisfactory to the General Partner. Notwithstanding any other provision of this AgreementManaging Member, no Partner or as determined in the Managing Member’s sole discretion; (v) the Managing Member shall determine in its Affiliates shall Transfer any or all of its Units, or take any other action, if sole discretion that such Transfer or action could would (by itself or in conjunction with other actionsA) result in pose a material risk that the Partnership being Company would be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Regulations regulations promulgated thereunder; and provided further that, or (B) result in the Company having more than one hundred (100) partners or, in the case of an Exempt Transfer, ninety (90) partners, in each case within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the fullest extent permitted by law, any such Transfer or action shall be null and void, ab initiorules of Treasury Regulations Section 1.7704-1(h)(3)).

Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any otherwise permitted Transfer of a Unit to any Person shall be made by any Limited Partner or Assignee null and void if: (a) such Transfer may cause a termination of the Company for federal or state, if applicable, income tax purposes (unless otherwise waived by the Managing Member or unless such Transfer is made pursuant to Section 2.3.7 or 6.2); (b) such Transfer may cause the Company to cease to be classified as a partnership for federal or state income tax purposes, provided, however, that if as a result of such Transfer one Member (for purposes of this Section 6.3(b), the “Acquiring Member”) would own one hundred percent (100%) of the outstanding Interests, and following such Transfer the Company would constitute a disregarded entity for United States federal income tax purposes with respect to the Acquiring Member, such Transfer shall be a permitted Transfer; (c) such Transfer may require the registration of such Transferred Interest pursuant to any applicable federal or state securities laws; (d) such Transfer may cause the Company to become a “Publicly Traded Partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code; (e) such Transfer may subject the Company, the Managing Member or its or their Affiliates to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (f) such Transfer may result in a violation of any applicable law; (g) 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 such transferred Unit or of any class or series of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act 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 timeInterest; or (eh) to the extent requested by the General Partner, the Partnership Company 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 reasonably satisfactory to the General Partner. Notwithstanding any other provision of this Agreement, no Partner or Managing Member (in its Affiliates shall Transfer any or all of its Units, or take any other action, if such Transfer or action could (by itself or in conjunction with other actions) result in the Partnership being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder; and provided further that, to the fullest extent permitted by law, any such Transfer or action shall be null and void, ab initioreasonable discretion).

Further Restrictions. Notwithstanding any contrary provision in this AgreementAgreement and to the fullest extent permitted by law, any otherwise permitted Transfer shall be null and void (unless this provision is waived in no event may any Transfer of a Unit be made writing by any Limited Partner or Assignee all Members) if: (a) such Transfer is made to a Person listed in Schedule 2.76 (Restricted Parties); (b) such Transfer may cause a termination of the Company for federal or state, if applicable, income tax purposes, unless the other Members of the Company are compensated by the Member Transferring such interest for any tax detriment (on a net present value basis) realized by such other Member as a result of the termination; (c) such Transfer may cause the Company to cease to be classified as a partnership for federal or state income tax purposes; (d) such Transfer may require the registration of such Transferred Interest pursuant to any applicable federal or state securities laws; (e) such Transfer may cause the Company to become a “Publicly Traded Partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code; (f) such Transfer may cause the Company to fail to meet the “private placement” safe harbor, or any other safe harbor from treatment as a “publicly traded partnership” selected by the Board of Managers, as described in Treasury Regulations Section 1.7704-1; (g) such Transfer may involve Interests being traded on an “established securities market” or a “secondary market or the substantial equivalent thereof” as those terms are defined in Treasury Regulations Section 1.7704-1 (in addition, such Transfers shall not be “recognized” (as that term is defined in Treasury Regulations Section 1.7704-1(d)(2)) by the Company); (h) such Transfer may subject the Company or its Members to regulation under the Investment Company Act of 1940, the Investment Advisers Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended; (i) such Transfer may result in a violation of applicable laws; (j) such Transfer is made to any Person who lacks may lack the legal right, power or capacity to own such Unit; (b) such Transfer would require the registration of such transferred Unit or of any class or series of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act 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 timeInterest; or (ek) to the extent requested by the General Partner, the Partnership Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such Assigneetransferee’s consent to be bound by this Agreement as an AssigneeAgreement) that are in a form reasonably satisfactory to the General Partner. Notwithstanding any other provision of this Agreement, no Partner or its Affiliates shall Transfer any or all of its Units, or take any other action, if such Transfer or action could (by itself or in conjunction with other actions) result in the Partnership being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder; and provided further that, to the fullest extent permitted by law, any such Transfer or action shall be null and void, ab initioMembers.

Further Restrictions. Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited 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 such transferred Unit or of any class or series of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act 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 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 by the General Partner, 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 reasonably satisfactory to the General Partner. Notwithstanding any other provision of this Agreement, no Partner or its Affiliates shall Transfer any or all of its Units, or take any other action, if such Transfer or action could (by itself or in conjunction with other actions) result in the Partnership being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder; and provided further that, to the fullest extent permitted by law, any such Transfer or action shall be null and void, ab initio.

Further Restrictions. (a) Notwithstanding any contrary provision in this Agreement, the Managing Member may impose such vesting requirements, forfeiture provisions, Transfer restrictions, minimum retained ownership requirements or other similar provisions with respect to any Units that are outstanding as of the date of this Agreement or are created thereafter, only with the written consent of the holder of such Units. Such requirements, provisions and restrictions need not be uniform and may be waived or released by the Managing Member in its sole discretion with respect to all or a portion of the Units owned by any one or more Members at any time and from time to time, and shall not, to the fullest extent permitted by law, constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. (b) Notwithstanding any contrary provision in this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner Member or Assignee if: if the Managing Member determines in good faith that: (ai) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; ; (bii) such Transfer would require the registration of such transferred Unit or of any class or series of Unit pursuant to any applicable United States U.S. federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign non-U.S. securities laws (including Canadian provincial or territorial securities laws) or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws; ; (ciii) such Transfer would cause (i) all or any portion of the assets of the Partnership Company to (A) 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” (under ERISA, the Code or any applicable Similar Law) of any benefit plan investor within existing or contemplated Member, or (B) be subject to the meaning provisions of regulations issued by the U.S. Department of Labor at ERISA, Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 4975 of the Code of Federal Regulationsor any applicable Similar Law, or (ii) the Managing Member to become a fiduciary with respect to any successor regulationsexisting or contemplated Member, pursuant to ERISA, any applicable Similar Law, 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 by the General Partner, 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 reasonably satisfactory to the General Partner. Notwithstanding any other provision of this Agreement, no Partner or its Affiliates shall Transfer any or all of its Units, or take any other action, if such Transfer or action could (by itself or in conjunction with other actions) result in the Partnership being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder; and provided further that, to the fullest extent permitted by law, any such Transfer or action shall be null and void, ab initio.otherwise;

Further Restrictions. (a) Notwithstanding any contrary other provision in of this Agreement, in no event may any Transfer of a Unit be made by any Limited Partner Member, Assignee or Assignee Permitted Transferee if: (ai) such the Transfer is made to any Person who lacks the legal right, power or capacity to own such the Unit; (bii) such the Transfer would require the registration of such transferred the Transferred Unit or of any class or series of Unit pursuant to under any applicable United States federal or state securities laws Laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign securities laws Laws or would constitute a non-exempt distribution pursuant to under applicable state securities lawsLaws; (ciii) such the Transfer would cause any portion of the assets of the Partnership LLC to constitute assets of any employee benefit plan pursuant to under 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; (div) such the Transfer would cause any portion of the assets of the Partnership LLC 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 (ev) to the extent reasonably requested by the General PartnerManaging Member, the Partnership LLC does not receive such the legal and/or and tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such (the Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form reasonably satisfactory to the General Partner. Managing Member. (b) Notwithstanding any other provision of this Agreement, no Partner Member (including the Managing Member), Assignee or its Affiliates shall Permitted Transferee will Transfer any or all of its Units, or take (or permit any Affiliate to take) any other action, if such the Transfer or action would cause the LLC to have more than 100 partners for purposes of Regulations Section 1.7704-1(h)(1), taking into account the rules of Regulations Section l.7704-1(h)(3), or otherwise could (by itself or in conjunction with other actions) reasonably be expected to result in the Partnership LLC being treated as a “publicly traded partnership” within the meaning of Code Section 7704 of the Code and the Regulations promulgated thereunder; and provided further that, to . To the fullest extent permitted by lawLaw, any such Transfer or action shall in violation of this Section 8.3(b) will be null and void, ab initio.

Further Restrictions. Notwithstanding any contrary provision in this Agreement, unless expressly waived in no event writing by the Company, which waiver may be given or withheld in the Manager's sole and absolute discretion, any otherwise permitted Transfer of a Unit shall be made by any Limited Partner or Assignee null and void if: (a) such Transfer would cause a termination of the Company for federal or state, if applicable, income tax purposes; (b) such Transfer would, in the opinion of counsel to the Company, cause the Company to cease to be classified as a partnership for federal or state income tax purposes; (c) such Transfer requires the registration of such Transferred Interest pursuant to any applicable federal or state securities laws; (d) such Transfer would cause the Company to become a "Publicly Traded Partnership," as such term is defined in Sections 469(k)(2) or 7704(b) of the Code; (e) such Transfer would cause the Company to have more than one hundred (100) members (for purposes of this Section 8.2(e), the term "members" includes those Persons indirectly owning an Interest through a partnership, limited liability company, "S" corporation or grantor trust (each such entity, a "flow-through entity"), but only if substantially all of the value of such Person's interest in the flow-through entity is attributable to the flow-through entity's Interest (direct or indirect) in the Company); (f) such Transfer involves Interests being traded on an "established securities market" or a "secondary market or the substantial equivalent thereof" as those terms are defined in Regulation Section 1.7704-1 (in addition, such Transfers shall not be "recognized" (as that term is defined in Regulation Section 1.7704-1(d)(2)) by the Company); (g) such Transfer subjects the Company to regulation under the Investment Company Act, the Investment Advisers Act or ERISA, each as amended; (h) such Transfer results in a violation of applicable laws; (i) 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 such transferred Unit or of any class or series of Unit pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act 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 timeInterest; or (ej) to the extent requested by the General Partner, the Partnership Company does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer accompanied by representations and warranties of the Transferee substantially identical to those contained in Article 10 and such Assignee’s Transferee's consent to be bound by this Agreement as an AssigneeAgreement) that are in a form reasonably satisfactory to the General Partner. Notwithstanding any other provision of this Agreement, no Partner or its Affiliates shall Transfer any or all of its Units, or take any other action, if such Transfer or action could Company (by itself or in conjunction with other actions) result as determined in the Partnership being treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code Manager's sole and the Regulations promulgated thereunder; and provided further that, to the fullest extent permitted by law, any such Transfer or action shall be null and void, ab initioabsolute discretion).