Common use of Limited Partner Transfer Clause in Contracts

Limited Partner Transfer. (i) No Limited Partner shall Transfer all or any of its Units or its interest in the Partnership (or any economic interest therein), and no Transfer shall be registered by the Partnership without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. (ii) As a condition to any Transfer by a Limited Partner of all or any part of its Units or its interest in the Partnership (or any economic interest therein), the transferor and the transferee shall provide such legal opinions, documentation, and agreements as the General Partner may reasonably request (including representations, undertakings, and agreements to be bound by the terms and conditions of this Agreement, and, unless waived by the General Partner, an opinion of counsel satisfactory to the General Partner that such Transfer is exempt from registration under the Federal Act, will not cause the Partnership to be an “investment company” within the meaning of the Investment Company Act of 1940, and will not otherwise violate applicable Federal, state, or foreign law). (iii) Any substituted Limited Partner admitted to the Partnership shall succeed to all rights and be subject to all obligations of the transferring Limited Partner with respect to the interest to which such Limited Partner was substituted. Any transferee of an interest in the Partnership who is not admitted as a substituted Limited Partner shall have the right to receive allocations pursuant to Section 3 and distributions pursuant to Section 4, but shall have no other rights hereunder. (iv) The transferor and transferee of a Limited Partner’s interest in the Partnership shall be jointly and severally obligated to reimburse the Partnership and the General Partner for all expenses (including legal fees) incurred by or on behalf of the Partnership and the General Partner in connection with any Transfer. If, under applicable law, a Transfer of an interest in the Partnership that does not comply with this Section 9.1(b) is nevertheless legally effective, the transferor and transferee shall be jointly and severally liable to the Partnership, the General Partner, and each other Limited Partner for, and shall indemnify and hold harmless the Partnership, the General Partner, and each other Limited Partner against, any losses, damages, or expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by them in connection with such Transfer. (v) To the fullest extent permitted under applicable law, each Limited Partner shall indemnify and hold harmless the Partnership, the General Partner, and all other Limited Partners who were or are parties, or are threatened to be made parties, to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of or arising from any actual or alleged misrepresentation, misstatement of facts, or omission to state facts made (or omitted to be made), noncompliance with any agreement or failure to perform any covenant by any such Limited Partner in connection with any Transfer of all or any portion of such Limited Partner’s Units or interest in the Partnership (or any economic interest therein), against any losses, damages, or expenses (including attorneys’ fees, judgments, fines, and amounts paid in settlement) actually and reasonably incurred by it or them in connection with such action, suit, or proceeding and for which it or they have not otherwise been reimbursed.