Common use of Permitted Transfers to Controlled Affiliates Clause in Contracts

Permitted Transfers to Controlled Affiliates. (1) Notwithstanding Section 7.1 but subject to Sections 7.2, 7.8 and 7.10, a Limited Partner who is not then in default of its obligations under this Agreement will be entitled to Transfer to a Controlled Affiliate, without first complying with Section 7.5 or 7.6 or, for greater certainty, Article 11, title to all or part of its Units to one or more of its Controlled Affiliates, provided that: (a) the Transferor first establishes to the satisfaction of the General Partner, acting reasonably, (and if the General Partner does not agree that the Transferee is a Permitted Transferee then the matter shall be subject to the dispute resolution procedures outlined in Section 15.13) that the Person to which it is transferring its Units is a Permitted Transferee; (b) a copy of the document or instrument effecting the Transfer is delivered to the General Partner; (c) the other Partners receive prior written notice of such Transfer; and (d) where the Transferor transfers less than all of its Units to a Controlled Affiliate, all Units held or acquired by such Transferor and its Controlled Affiliate(s) shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and (i) such Transferor and its Controlled Affiliate(s) may apportion such rights as among themselves in any manner they deem appropriate and (ii) shall be jointly and severally liable for their respective obligations under this Agreement.

Permitted Transfers to Controlled Affiliates. Subject to Section 3.03(b) (1) Notwithstanding except for Section 7.1 but subject to Sections 7.2, 7.8 and 7.103.03(b)(i)(7)), a Limited Partner Member who is not then in default of its obligations under this Agreement will be entitled to Transfer to a Controlled Affiliate, without first complying with Section 7.5 or 7.6 or, for greater certainty, Article 113.04, title to all or part of its Units to one or more of its Controlled Affiliates, provided that: (a) the Transferor first establishes to the satisfaction of the General Partnernon-Transferring Members, acting reasonably, (and if the General Partner does non-Transferring Members do not agree that the Transferee is a Permitted Transferee then the matter shall be subject to the dispute resolution procedures outlined in Section 15.1310.06) that the Person to which it is transferring its Units is a Permitted Transferee; (b) a copy of the document or instrument effecting the Transfer is delivered to the General Partner; (c) the other Partners non-Transferring Members receive prior written notice of such Transfer; and (dc) where the Transferor transfers less than all of its Units to a Controlled Affiliate, all Units held or acquired by such Transferor and its Controlled Affiliate(s) shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and (i) such Transferor and its Controlled Affiliate(s) may apportion such rights as among themselves in any manner they deem appropriate and (ii) shall be jointly and severally liable for their respective obligations under this Agreement.

Permitted Transfers to Controlled Affiliates. Subject to Section 3.03(b) (1) Notwithstanding except for Section 7.1 but subject to Sections 7.2, 7.8 and 7.103.03(b)(i)(7)), a Limited Partner Member who is not then in default of its obligations under this Agreement (the “Transferor”) will be entitled to Transfer to a Controlled AffiliateTransfer, without first complying with Section 7.5 or 7.6 or, for greater certainty, Article 113.04, title to all or part of its Units to one or more of its Controlled Affiliates, provided that: (a) the Transferor first establishes to the satisfaction of the General Partnerother Members (the “Non-Transferring Members”), acting reasonably, reasonably (and if the General Partner does Non-Transferring Members do not agree that each Person to which the Transferee Transferor is transferring its Units is a Permitted Transferee then the matter shall be subject to the dispute resolution procedures outlined in Section 15.1310.06) that the each Person to which it is transferring its Units is a Permitted Transferee; (b) a copy of the document or instrument effecting the Transfer is delivered to the General Partner; (c) the other Partners Non-Transferring Members receive prior written notice of such Transfer; and (dc) where the Transferor transfers less than all of its Units to a Controlled Affiliate, all Units held or acquired by such Transferor and its Controlled Affiliate(s) shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and (i) such Transferor and its Controlled Affiliate(s) may apportion such rights as among themselves in any manner they deem appropriate and (ii) shall be jointly and severally liable for their respective obligations under this Agreement.