Common use of Non-Transferability of Excess Interests Clause in Contracts

Non-Transferability of Excess Interests. Excess Interests shall be transferable only as provided in this Section 5.1(f)(xi). At the direction of the Partnership, the Excess Interests Trustee shall Transfer the Partnership Interests held in the Excess Interests Trust to a Person whose ownership of the Partnership Interests will not violate, and for whom such Transfer would not be wholly or partially void pursuant to, Section 5.1(f)(i). Such Transfer shall be made within sixty (60) calendar days after the latest of (i) the date of the Transfer which resulted in such Excess Interests and (ii) the date the Board determines in good faith that a Transfer resulting in Excess Interests has occurred, if the Partnership does not receive a notice of such Transfer pursuant to Section 5.1(f)(iv). If such a Transfer is made, the interest of the Charitable Beneficiary shall terminate and proceeds of the sale shall be payable to the Purported Record Transferee and to the Charitable Beneficiary. The Purported Record Transferee shall receive the lesser of the price paid by the Purported Record Transferee for the Partnership Interests or, if the Purported Record Transferee did not give value for the Partnership Interests, the Excess Interests Price of the Partnership Interests on the day of the event causing the Partnership Interests to be held in trust, and the price received by the Excess Interests Trust from the sale or other disposition of the Partnership Interests. Any proceeds in excess of the amount payable to the Purported Record Transferee shall be paid to the Charitable Beneficiary. It is expressly understood that the Purported Record Transferee may enforce the provisions of this Section 5.1(f)(xi) against the Charitable Beneficiary.

Non-Transferability of Excess Interests. Excess Interests shall be transferable only as provided in this Section 5.1(f)(xi)9.17. At the direction of the PartnershipVenture, the Excess Interests Interest Trustee shall Transfer the Partnership Interests held in the Excess Interests Interest Trust to a Person person whose ownership of the Partnership Interests will not violate, violate the Ownership Limit or Existing Holder Limit and for whom such Transfer would not be wholly or partially void pursuant to, to Section 5.1(f)(i)9.2. Such Transfer shall be made within sixty (60) calendar days after the latest of (ix) the date of the Transfer which resulted in such Excess Interests and (iiy) the date the Board Venture determines in good faith that a Transfer resulting in Excess Interests has occurred, if the Partnership Venture does not receive a notice of such Transfer pursuant to Section 5.1(f)(iv)9.5. If such a Transfer is made, the interest of the Charitable Beneficiary shall terminate and proceeds of the sale shall be payable to the Purported Record Transferee and to the Charitable Beneficiary. The Purported Record Transferee shall receive the lesser of the price paid by the Purported Record Transferee for the Partnership Interests or, if the Purported Record Transferee did not give value for the Partnership Interests, the Excess Interests Market Price of the Partnership Interests on the day of the event causing the Partnership Interests to be held in trust, and the price received by the Excess Interests Interest Trust from the sale or other disposition of the Partnership Interests. Any proceeds in excess of the amount payable to the Purported Record Transferee shall be paid to the Charitable Beneficiary. Prior to any Transfer of any Excess Interests by the Excess Interest Trustee, the Venture must have waived in writing its purchase rights under Section 9.18. It is expressly understood that the Purported Record Transferee may enforce the provisions of this Section 5.1(f)(xi) 9.17 against the Charitable Beneficiary. If any of the foregoing restrictions on Transfer of Excess Interests is determined to be void, invalid or unenforceable by any court of competent jurisdiction, then the Purported Record Transferee may be deemed, at the option of the Venture, to have acted as an agent of the Venture in acquiring such Excess Interests and to hold such Excess Interests on behalf of the Venture.

Non-Transferability of Excess Interests. Excess Interests shall be transferable only as provided in this Section 5.1(f)(xi)9.17. At the direction of the PartnershipVenture, the Excess Interests Interest Trustee shall Transfer the Partnership Interests held in the Excess Interests Interest Trust to a Person whose ownership of the Partnership Interests will not violate, violate the Ownership Limit or Existing Holder Limit and for whom such Transfer would not be wholly or partially void pursuant to, to Section 5.1(f)(i)9.2. Such Transfer shall be made within sixty (60) calendar days after the latest of (ix) the date of the Transfer which resulted in such Excess Interests and (iiy) the date the Board Venture determines in good faith that a Transfer resulting in Excess Interests has occurred, if the Partnership Venture does not receive a notice of such Transfer pursuant to Section 5.1(f)(iv)9.5. If such a Transfer is made, the interest of the Charitable Beneficiary shall terminate and proceeds of the sale shall be payable to the Purported Record Transferee and to the Charitable Beneficiary. The Purported Record Transferee shall receive the lesser of the price paid by the Purported Record Transferee for the Partnership Interests or, if the Purported Record Transferee did not give value for the Partnership Interests, the Excess Interests Market Price of the Partnership Interests on the day of the event causing the Partnership Interests to be held in trust, and the price received by the Excess Interests Interest Trust from the sale or other disposition of the Partnership Interests. Any proceeds in excess of the amount payable to the Purported Record Transferee shall be paid to the Charitable Beneficiary. Prior to any Transfer of any Excess Interests by the Excess Interest Trustee, the Venture must have waived in writing its purchase rights under Section 9.18. It is expressly understood that the Purported Record Transferee may enforce the provisions of this Section 5.1(f)(xi) 9.17 against the Charitable Beneficiary. If any of the foregoing restrictions on Transfer of Excess Interests is determined to be void, invalid or unenforceable by any court of competent jurisdiction, then the Purported Record Transferee may be deemed, at the option of the Venture, to have acted as an agent of the Venture in acquiring such Excess Interests and to hold such Excess Interests on behalf of the Venture.

Non-Transferability of Excess Interests. Excess Interests shall be transferable only as provided in this Section 5.1(f)(xi)10.17. At the direction of the PartnershipVenture, the Excess Interests Interest Trustee shall Transfer the Partnership Interests held in the Excess Interests Interest Trust to a Person whose ownership of the Partnership Interests will not violate, violate the Ownership Limit or Existing Holder Limit and for whom such Transfer would not be wholly or partially void pursuant to, to Section 5.1(f)(i)10.2. Such Transfer shall be made within sixty (60) calendar days after the latest of (ix) the date of the Transfer which resulted in such Excess Interests and (iiy) the date the Board Venture determines in good faith that a Transfer resulting in Excess Interests has occurred, if the Partnership Venture does not receive a notice of such Transfer pursuant to Section 5.1(f)(iv)10.5. If such a Transfer is made, the interest of the Charitable Beneficiary shall terminate and proceeds of the sale shall be payable to the Purported Record Transferee and to the Charitable Beneficiary. The Purported Record Transferee shall receive the lesser of the price paid by the Purported Record Transferee for the Partnership Interests or, if the Purported Record Transferee did not give value for the Partnership Interests, the Excess Interests Market Price of the Partnership Interests on the day of the event causing the Partnership Interests to be held in trust, and the price received by the Excess Interests Interest Trust from the sale or other disposition of the Partnership Interests. Any proceeds in excess of the amount payable to the Purported Record Transferee shall be paid to the Charitable Beneficiary. Prior to any Transfer of any Excess Interests by the Excess Interest Trustee, the Venture must have waived in writing its purchase rights under Section 10.18. It is expressly understood that the Purported Record Transferee may enforce the provisions of this Section 5.1(f)(xi) 10.17 against the Charitable Beneficiary. If any of the foregoing restrictions on Transfer of Excess Interests is determined to be void, invalid or unenforceable by any court of competent jurisdiction, then the Purported Record Transferee may be deemed, at the option of the Venture, to have acted as an agent of the Venture in acquiring such Excess Interests and to hold such Excess Interests on behalf of the Venture.

Non-Transferability of Excess Interests. Excess Interests shall be transferable only as provided in this Section 5.1(f)(xi8.2(f)(xiv). At the direction of the Partnership, the Excess Interests Trustee shall Transfer transfer all or a portion of the Partnership Interests held in the Excess Interests Trust to a Person person whose ownership of the Partnership Interests will not violate, violate the Ownership Limit and for whom such Transfer transfer would not be wholly or partially void pursuant to, to Section 5.1(f)(i8.2(f)(i). Such Transfer transfer shall be made within sixty (60) calendar days after the latest of (ix) the date of the Transfer which resulted in such Excess Interests and (iiy) the date the Board General Partner determines in good faith that a Transfer resulting in Excess Interests has occurred, if the Partnership does not receive a notice of such Transfer pursuant to Section 5.1(f)(iv8.2(f)(iv). If such a Transfer transfer is made, the interest of the Charitable Beneficiary shall terminate and proceeds of the sale shall be payable to the Purported Record Transferee and to the Charitable Beneficiary. The Purported Record Transferee shall receive the lesser of the price paid by the Purported Record Transferee for the Partnership Interests or, if the Purported Record Transferee did not give value for the Partnership Interests, the Excess Interests Price of the Partnership Interests on the day of the event causing the Partnership Interests to be held in trust, on the one hand, and the price received by the Excess Interests Trust from the sale or other disposition of the Partnership Interests, on the other hand. Any proceeds in excess of the amount payable to the Purported Record Transferee shall be paid to the Charitable Beneficiary. If, prior to the discovery by the Partnership that Interests had been exchanged for Excess Interests, such Interests are Transferred by a Purported Record Transferee then (i) such Interests shall be deemed to have been Transferred on behalf of the Excess Interests Trust and (ii) to the extent that the Purported Record Transferee received an amount for such Interests that exceeds the amount that such Purported Record Transferee was entitled to receive pursuant to this Section 8.2(f)(xiv), such excess shall be paid to the Excess Interests Trustee upon demand. It is expressly understood that the Purported Record Transferee may enforce the provisions of this Section 5.1(f)(xi8.2(f)(xiv) against the Charitable Beneficiary.

Non-Transferability of Excess Interests. Excess Interests shall be transferable only as provided in this Section 5.1(f)(xi). At the direction of the Partnership, the Excess Interests Trustee shall Transfer the Partnership Interests held in the Excess Interests Trust to a Person whose ownership of the Partnership Interests will not violate, and for whom such Transfer would not be wholly or partially void pursuant to, to Section 5.1(f)(i). Such Transfer shall be made within sixty (60) calendar days after the latest of (i) the date of the Transfer which resulted in such Excess Interests and (ii) the date the Board determines in good faith that a Transfer resulting in Excess Interests has occurred, if the Partnership does not receive a notice of such Transfer pursuant to Section 5.1(f)(iv). If such a Transfer is made, the interest of the Charitable Beneficiary shall terminate and proceeds of the sale shall be payable to the Purported Record Transferee and to the Charitable Beneficiary. The Purported Record Transferee shall receive the lesser of the price paid by the Purported Record Transferee for the Partnership Interests or, if the Purported Record Transferee did not give value for the Partnership Interests, the Excess Interests Price of the Partnership Interests on the day of the event causing the Partnership Interests to be held in trust, and the price received by the Excess Interests Trust from the sale or other disposition of the Partnership Interests. Any proceeds in excess of the amount payable to the Purported Record Transferee shall be paid to the Charitable Beneficiary. It is expressly understood that the Purported Record Transferee may enforce the provisions of this Section 5.1(f)(xi) against the Charitable Beneficiary.