Common use of General Transfer Provisions Clause in Contracts

General Transfer Provisions. (a) No Transfer of all or part of any Partnership Interest (including pursuant to a Permitted Transfer) shall be valid unless (i) the General Partner shall have received an Opinion of Counsel or such other evidence as may be reasonably satisfactory to the General Partner to the effect that any such transfer shall not be in violation of the Securities Act or applicable state securities laws or any rule or regulation promulgated thereunder or result in the imposition of additional regulatory requirements on the Partnership or the General Partner (including registration under the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or require compliance with the plan asset regulations of ERISA); (ii) the General Partner shall have received with respect to such Transfer (taking into consideration the Transfer by itself together with any other prior Transfers of Partnership Interests of which the transferring Partner has knowledge at the time of such Transfer) either (A) an Opinion of Counsel from the transferor or transferee that such Transfer shall not result in the close of the Partnership’s taxable year with respect to all Partners, in the termination of the Partnership within the meaning of section 708(b) of the Code, or in the termination of its status as a partnership under the Code, or (B) an agreement from the transferor and the transferee to indemnify, save, and hold harmless the other Partners from and against any and all loss, cost, liability or expense (including but not limited to reasonable attorneys fees) which such other Partners may suffer if such Transfer or transaction would cause the close of the Partnership’s taxable year or such termination, (iii) each transferee shall have provided the General Partner with a properly completed and currently effective (A) Citizenship Certification and (B) non-foreign affidavit in the form prescribed under section 1446 of the Code; and (iv) each transferee shall have executed an instrument reasonably satisfactory to the General Partner accepting the obligations of an Assignee under this Agreement. Each party shall be responsible Table of Contents for their respective expenses in connection with the requested Transfer (including legal and accounting fees and expenses).

General Transfer Provisions. (a) No Transfer of all or part of any Partnership Interest (including pursuant to a Permitted Transfer) shall be valid unless (i) the General Partner shall have received an Opinion of Counsel or such other evidence as may be reasonably satisfactory to the General Partner to the effect that any such transfer shall not be in violation of the Securities Act or applicable state securities laws or any rule or regulation promulgated thereunder or result in the imposition of additional regulatory requirements on the Partnership or the General Partner (including registration under the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or require compliance with the plan asset regulations of ERISA); (ii) the General Partner shall have received with respect to such Transfer (taking into consideration the Transfer by itself together with any other prior Transfers of Partnership Interests of which the transferring Partner has knowledge at the time of such Transfer) either (A) an Opinion of Counsel from the transferor or transferee that such Transfer shall not result in the close of the Partnership’s taxable year with respect to all Partners, in the termination of the Partnership within the meaning of section 708(b) of the Code, or in the termination of its status as a partnership under the Code, or (B) an agreement from the transferor and the transferee to indemnify, save, and hold harmless the other Partners from and against any and all loss, cost, liability or expense (including but not limited to reasonable attorneys fees) which such other Partners may suffer if such Transfer or transaction would cause the close of the Partnership’s taxable year or such termination, (iii) each transferee shall have provided the General Partner with a properly completed and currently effective (A) Citizenship Certification and (B) non-foreign affidavit in the form prescribed under section 1446 of the Code; and (iv) each transferee shall have executed an instrument reasonably satisfactory to the General Partner accepting the obligations of an Assignee under this Agreement. Each party shall be responsible Table of Contents for their respective expenses in connection with the requested Transfer (including legal and accounting fees and expenses).

General Transfer Provisions. (a) No Transfer of all or part of any Partnership Interest (including pursuant to a Permitted Transfer) shall be valid unless (i) the General Partner shall have received an Opinion of Counsel or such other evidence as may be reasonably satisfactory to the General Partner to the effect that any such transfer shall not be in violation of the Securities Act or applicable state securities laws or any rule or regulation promulgated thereunder or result in the imposition of additional regulatory requirements on the Partnership or the General Partner (including registration under the Investment Company Act of 1940, as amended, the Investment Advisors Act of 1940, as amended, or require compliance with the plan asset regulations of ERISA); (ii) the General Partner shall have received with respect to such Transfer (taking into consideration the Transfer by itself together with any other prior Transfers of Partnership Interests of which the transferring Partner has knowledge at the time of such Transfer) either (A) an Opinion of Counsel from the transferor or transferee that such Transfer shall not result in the close of the Partnership’s 's taxable year with respect to all Partners, in the termination of the Partnership within the meaning of section 708(b) of the Code, or in the termination of its status as a partnership under the Code, or (B) an agreement from the transferor and the transferee to indemnify, save, and hold harmless the other Partners from and against any and all loss, cost, liability or expense (including but not limited to reasonable attorneys fees) which such other Partners may suffer if such Transfer or transaction would cause the close of the Partnership’s 's taxable year or such termination, (iii) each transferee shall have provided the General Partner with a properly completed and currently effective (A) Citizenship Certification and (B) non-foreign affidavit in the form prescribed under section 1446 of the Code; and (iv) each transferee shall have executed an instrument reasonably satisfactory to the General Partner accepting the obligations of an Assignee under this Agreement. Each party shall be responsible Table of Contents for their respective expenses in connection with the requested Transfer (including legal and accounting fees and expenses).