No Recognition of Certain Transfers. No Transfer of any “partnership interest” (as defined in Treasury Regulation Section 1.7704-1(a)(2)) in the Company, in whole or in part, or derivative interest therein shall be permitted or “recognized” (within the meaning of Treasury Regulation Section 1.7704-1(d)) by the Company unless either (a) the Manager determines that either such Transfer or the Company (immediately after such Transfer) will qualify for a safe harbor set forth in the Treasury Regulations under Section 7704 of the Code or (b) the Manager otherwise determine, after consulting with the Company’s tax advisors, that such Transfer will not cause the Company to be subject to United States federal income tax at the entity level under Section 7704 of the Code unless and until the Manager has registered Interests and Series Interests for resale under the Securities Act and has them listed or quoted for trading.
No Recognition of Certain Transfers. No Transfer of any “partnership interest” (as defined in Treasury Regulation Section 1.7704-1(a)(2)) in the Partnership or portion thereof or derivative interest therein shall be permitted or “recognized” (within the meaning of Treasury Regulation Section 1.7704-1(d)) by the Partnership or the General Partner unless either (a) the General Partner determines that either such Transfer or the Partnership (immediately after such Transfer) will qualify for a safe harbor set forth in the Treasury Regulations under Section 7704 or
No Recognition of Certain Transfers. No Transfer of any “partnership interest” (as defined in Treasury Regulations Section 1.7704- 1(a)(2)) or portion thereof, or derivative interest therein, shall be permitted or “recognized” (within the meaning of Treasury Regulations Section 1.7704-1(d)) by the Company or the Members unless either (a) the Manager determines that either such Transfer or the Company (immediately after such Transfer) will qualify for a safe harbor as set forth in the Treasury Regulations under Section 7704 of the Code or (b) the Manager in his sole discretion otherwise determines, after consulting with the Company’s tax advisors, that such Transfer will not cause the Company to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code.
No Recognition of Certain Transfers. No Transfer of any “partnership interest” (as defined in Treasury Regulations Section 1.7704-1(a)(2)) in the Partnership or portion thereof or derivative interest therein shall be permitted or “recognized” (within the meaning of Treasury Regulation Section 1.7704-1(d)) by the Partnership or the General Partner unless either (i) the General Partner determines that either such Transfer or the Partnership (immediately after such Transfer) will qualify for a safe harbor set forth in the Treasury Regulations under Section 7704 of the Code or (ii) the General Partner otherwise determines, after consulting with the Partnership’s tax advisors, that such Transfer will not cause the Partnership to be subject to U.S. federal income tax as a publicly traded partnership treated as a corporation under Section 7704(b) of the Code. Except with respect to Transfers of Units pursuant to the Exchange Agreement, no Transfer of Units shall be given effect unless the transferee delivers to the Partnership the representations set forth in Schedule B.
No Recognition of Certain Transfers. If a Member Transfers all or a portion of its Membership Interest, including pursuant to any attachment by a creditor, or assignment for the benefit of any creditor, the transferee or assignee shall: (a) be entitled only to receive that proportion of Net Profit and Net Loss, and any distribution of Distributable Cash attributable to the Membership Interest acquired by reason of such disposition from and after the effective date of such disposition, and only upon written notification of same to the Managing Member; and (b) have no other rights as a Member unless admitted as a Substitute Member in accordance with the terms of this Agreement.
