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). (b) An Assignee of a Partnership Interest held by a Limited Partner shall be entitled to receive from the effective date of transfer, determined in the manner herein provided, the rights to share in such Net Income and Net Loss, to receive such distribution or distributions, and to receive such other allocations of income, gain, loss, deduction, credit, Simulated Gain, Simulated Loss, Simulated Depletion or similar items to which the transferor was entitled, to the extent assigned, and shall otherwise be subject to the limitations under the Delaware Act on the rights of an Assignee that has not become a Substituted Limited Partner. In addition, an Assignee shall have such other rights specifically granted to an Assignee in this Agreement. (c) An Assignee of a Partnership Interest held by a Limited Partner shall not, by virtue of the Transfer of those attributes of Partnership Interests described in Section 10.4(b), have any voting rights associated with such Partnership Interests. Such voting rights shall remain with the Limited Partner that last held such Partnership Interests until such time, if ever, as the Assignee is admitted as a Substituted Limited Partner in accordance with Article 11.

General Transfer Provisions. (a) No Transfer of all or part of any Partnership Membership Interest (including pursuant to a Permitted an Exempt Transfer or Foreclosure Transfer) shall be valid unless the Company has received: (i) a transfer document in a form reasonably acceptable to the General Partner shall have received Company executed by both the Transferor (or if the Transfer is on account of the death, incapacity, or liquidation of the Transferor, its representative) and the Transferee which (A) include the notice address of the Transferee and such Person’s agreement to be bound by this Agreement with respect to the Membership Interest or part thereof being obtained, (B) sets forth the Membership Interest after the Transfer of the Transferor and the Transferee to which the Membership Interest or part thereof is Transferred (which together must total the Membership Interest of the Transferor before the Transfer), (C) contains a representation and warranty that the Transfer was made in accordance with all applicable Laws (including the Act, the Securities Act, and state securities Laws) and the terms and conditions of this Agreement, and (D) if the Person to which the Membership Interest or part thereof is Transferred is to be admitted to the Company as a Substituted Member, its representation and warranty that the representations and warranties in Section 14.1 are true and correct with respect to such Person; (ii) an Opinion of Counsel or such other evidence as may be reasonably satisfactory to the General Partner Company 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 Company or the General Partner Company (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); ; (iiiii) the General Partner shall have received with respect to such Transfer (taking into consideration the Transfer by itself and together with any other prior Transfers of Partnership Membership Interests of which the transferring Partner Member has knowledge at the time of such Transfer) either (A) an Opinion of Counsel from the transferor or transferee Transferee that such Transfer shall not result in the close of the PartnershipCompany’s taxable year with respect to all PartnersMembers, in the termination of the Partnership Company 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 Transferee to indemnify, save, and hold harmless the other Partners Members from and against any and all loss, cost, liability or expense (including but not limited to reasonable attorneys fees) which such other Partners Members may suffer if such Transfer or transaction would cause the close of the PartnershipCompany’s taxable year or such termination, ; and (iiiiv) each transferee shall have provided from the General Partner with Transferee a properly completed and currently effective (A) Citizenship Certification and (B) non-non foreign affidavit in the form prescribed under section 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). (b) An Assignee Except as otherwise provided in this Agreement or by applicable Law, a Transfer of a Partnership Membership Interest held will be effective only to give the Transferee the right to receive the share of allocations and distributions to which the Transferor would otherwise be entitled, and no Transferee of a Membership Interest will have the right to become a Substituted Member. (c) Unless and until a Transferee is admitted as a Substituted Member, (x) the Transferee will have no right to exercise any of the powers, rights and privileges of a Member hereunder and (y) the Transferor who has Transferred all or any part of its Membership Interest to such Transferee will cease to be a Member or Transferee with respect to such Membership Interest upon Transfer of such Membership Interest and thereafter will have no further powers, rights and privileges as a Member or Transferee hereunder with respect to such Membership Interest (to the extent so Transferred), but will, unless otherwise relieved of such obligations by the Company or by operation of law, remain liable for all obligations and duties as a Limited Partner shall Member or Transferee with respect to such Membership Interest; provided, however, that if the Transferee reconveys such Membership Interest to the Transferor within ten days after the Transferor becomes aware that the Transferee will not become a Substituted Member, the Transferor once again will be entitled to receive from all of the powers, rights, and privileges of a Member (or Transferee, as applicable) hereunder. (d) At the time a Transferee has become a Substituted Member through compliance with all of the provisions of this Article 10 such Substituted Member will have all of the powers, rights, privileges, duties, obligations and liabilities of a Member, as provided in this Agreement, the Certificate, and by applicable Law to the extent of the Membership Interest so Transferred and (ii) the Member or Transferee that Transferred the Membership Interest will be relieved of all of the obligations and liabilities with respect to such Membership Interest; provided, however that such Member or Transferee will remain fully liable for all liabilities and obligations relating to such Membership Interest that accrued prior to such Transfer, including the obligation to make its proportionate share of any applicable Capital Contributions. (e) Neither the Company nor any Member or Transferee will be bound or otherwise affected by the Transfer of any Membership Interest of which such Person has received notice in accordance with the terms of this Agreement. (f) The Company may, in its reasonable discretion, charge a Transferor a reasonable fee to cover the additional administrative expenses incurred in connection with or as a consequence of any Transfer of all or part of such Party’s Membership Interest. (g) If a Transferee does not become a Substituted Member, any payment by the Company to the applicable Transferor will acquit the Company, its subsidiaries, and the Parties of all liability to any other Persons who may be interested in such payment by reason of a Transfer by such Transferor. (h) The Company shall review a request for Transfer of any Membership Interests upon receipt of a copy of the proposed instrument of assignment and all such certificates and documents that the Company may request pursuant to Section 10.8. Unless otherwise agreed by the Company, each Transfer and, if applicable, admission of a Substituted Member complying with the provisions of Article 10 is effective date against the Company as of transferthe first business day of the calendar month immediately succeeding the month in which (x) the Company receives the documents required by this Article 10 reflecting such Transfer, determined in and (y) all other requirements of Article 10 have been met. In the manner herein providedevent of the Transfer of a Membership Interest during a year, the rights and obligations to share in such Net Income and Net Loss, to receive such distribution or distributions, distributions and to receive such other allocations of income, gain, loss, deduction, credit, Simulated Gain, Simulated Loss, Loss or Simulated Depletion or similar items to which the transferor was entitled, attributable to the extent assignedTransferred Membership Interest shall, for federal income tax purposes, be prorated between the Transferor and the Transferee on a reasonable basis as determined by the Company and as is required by section 706 of the Code; provided, however, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Company shall otherwise be subject allocated to the limitations under record holder of the Delaware Act Membership Interest on the rights date of an Assignee that has not become a Substituted Limited Partner. In addition, an Assignee shall have such other rights specifically granted to an Assignee in this AgreementTransfer. (ci) An Assignee Notwithstanding anything to the contrary contained herein, no Person will Transfer any rights or obligations arising out of or relating to this Agreement, a Partnership Interest held by a Limited Partner shall notMembership Interest, by virtue or any interest herein or therein: (i) except pursuant to an applicable exemption from registration under the Securities Act and other applicable securities Laws; and (ii) if such Transfer would result in the violation of the Delaware Act, the Securities Act, or any other Law. (j) A Member or Transferee in Default may not Transfer its Membership except to a Member or pursuant to a an Involuntary Transfer. (k) If any governmental consent or approval is required with respect to any Transfer, the Transferee will have a reasonable amount of those attributes of Partnership Interests described in Section 10.4(b), time (not to exceed 60 days from the date upon which such Transfer would have any voting rights associated with such Partnership Interests. Such voting rights shall remain with the Limited Partner that last held such Partnership Interests until such time, if ever, as the Assignee is admitted as a Substituted Limited Partner been otherwise consummated in accordance with Article 11the terms of this Agreement) to obtain such consent or approval. All parties will use reasonable, good faith efforts to cooperate with the Transferee attempting to obtain, and to assist in timely obtaining, such consent or approval; provided that no party will be required to incur any out-of-pocket costs in connection with such cooperation and assistance. After the expiration of such waiting period, such Transferee will forfeit its rights to acquire the Membership Interest subject to such proposed Transfer with respect to such specific transaction; provided, however, that such forfeiture will not limit or otherwise affect the forfeiting Transferee’s rights with respect to any subsequent proposed Transfer.

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). (b) An Assignee of a Partnership Interest held by a Limited Partner shall be entitled to receive from the effective date of transfer, determined in the manner herein provided, the rights to share in such Net Income and Net Loss, to receive such distribution or distributions, and to receive such other allocations of income, gain, loss, deduction, credit, Simulated Gain, Simulated Loss, Simulated Depletion or similar items to which the transferor was entitled, to the extent assigned, and shall otherwise be subject to the limitations under the Delaware Act on the rights of an Assignee that has not become a Substituted Limited Partner. In addition, an Assignee shall have such other rights specifically granted to an Assignee in this Agreement. (c) An Assignee of a Partnership Interest held by a Limited Partner shall not, by virtue of the Transfer of those attributes of Partnership Interests described in Section 10.4(b), have any voting rights associated with such Partnership Interests. Such voting rights shall remain with the Limited Partner that last held such Partnership Interests until such time, if ever, as the Assignee is admitted as a Substituted Limited Partner in accordance with Article 11.

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). (b) An Assignee of a Partnership Interest held by a Limited Partner shall be entitled to receive from the effective date of transfer, determined in the manner herein provided, the rights to share in such Net Income and Net Loss, to receive such distribution or distributions, and to receive such other allocations of income, gain, loss, deduction, credit, Simulated Gain, Simulated Loss, Simulated Depletion or similar items to which the transferor was entitled, to the extent assigned, and shall otherwise be subject to the limitations under the Delaware Act on the rights of an Assignee that has not become a Substituted Limited Partner. In addition, an Assignee shall have such other rights specifically granted to an Assignee in this Agreement. (c) An Assignee of a Partnership Interest held by a Limited Partner shall not, by virtue of the Transfer of those attributes of Partnership Interests described in Section 10.4(b), have any voting rights associated with such Partnership Interests. Such voting rights shall remain with the Limited Partner that last held such Partnership Interests until such time, if ever, as the Assignee is admitted as a Substituted Limited Partner in accordance with Article 11. (d) The General Partner shall review a request for Transfer of any Partnership Interests upon receipt of a copy of the proposed instrument of assignment and all such certificates and documents that the General Partner may request pursuant to Section 10.4. Unless otherwise agreed by the General Partner, each assignment shall become effective as of the first day of the calendar month following the notification from the General Partner to such transferor that the proposed Transfer satisfies all of the conditions listed above with respect to such Transfer. In the event of the Transfer of a Partnership Interest during a year, the rights and obligations to share in Net Income and Net Loss, to receive distributions and to receive such other allocations of income, gain, loss, deduction, credit, Simulated Gain, Simulated Loss or Simulated Depletion attributable to the transferred Partnership Interest shall, for federal income tax purposes, be prorated between the transferor and the transferee on a reasonable basis as determined by the General Partner and as is required by section 706 of the Code; provided, however, that gain or loss on a sale or other disposition of all or a substantial portion of the assets of the Partnership shall be allocated to the record holder of the Partnership Interest on the date of Transfer.