Common use of Procedures for Transfer Clause in Contracts

Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee is admitted as a Limited Partner as set forth in Section 11.2(b) and (ii) if requested by the Partnership, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership has received from the transferor written evidence that is reasonably satisfactory to the Partnership demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership shall only make such request for an opinion of counsel if the Partnership has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer. The Partnership shall modify the Limited Partners Schedule from time to time to reflect the admittance of any such Limited Partner. (b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 and 11.3, no Transfer of Unit(s) may be completed to a Person that is not already a Limited Partner until the prospective transferee is admitted as a Limited Partner of the Partnership by executing and delivering to the Partnership a written joinder to this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Limited Partners Schedule by the Partnership, such prospective transferee shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership.

Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee Transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees Transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee Transferee is admitted as a Limited Partner as set forth in Section 11.2(b12.2(b) and (ii) if requested by the Partnership, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership has received from the transferor written evidence that is reasonably satisfactory to the Partnership demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)Act) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership shall only make such request for an opinion of counsel if the Partnership has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer. The Partnership shall modify the Limited Partners Schedule of the applicable Series from time to time to reflect the admittance of any such Limited Partner. (b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 12.1 and 11.312.4, no Transfer of Unit(s) may be completed to a Person that is not already a Limited Partner until the prospective transferee Transferee is admitted as a Limited Partner of the Partnership and the applicable Series by executing and delivering to the Partnership a written joinder undertaking to be bound by the terms and conditions of this Agreement substantially and the applicable Separate Series Agreement in the form of the Joinder attached as Exhibit A C hereto. Upon the amendment of the applicable Limited Partners Schedule by the Partnership, such prospective transferee Transferee shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership.

Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners of a Series immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units of such Series they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee is admitted as a Limited Partner of the applicable Series as set forth in Section 11.2(b) and ), (ii) from and after the Charter Amendment Time, if requested by the Partnershipa Series, no Limited Partner may Transfer any Units of such Series (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership such Series has received from the transferor written evidence that is reasonably satisfactory to the Partnership Series Board of such Series demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)) without first delivering to the Partnership such Series an opinion of counsel reasonably acceptable in form and substance to the Partnership Series Board of such Series (which counsel will be reasonably acceptable to the PartnershipSeries Board of such Series) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership such Series shall only make such request for an opinion of counsel if the Partnership Series Board of such Series has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer, and (iii) no Limited Partner may Transfer any Units if such Transfer would violate the Securities Act or other applicable securities laws. The Partnership applicable Series shall modify the Limited Schedule of Series Partners Schedule from time to time to reflect the admittance of any such Limited PartnerPartner to such Series. (b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 and 11.3, no Transfer of Series Unit(s) may be completed to a Person that is not already a Limited Partner of such Series until the prospective transferee is admitted as a Limited Partner of the Partnership such Series by executing and delivering to the Partnership such Series a written joinder to this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Limited Schedule of Series Partners Schedule by the Partnershipsuch Series, such prospective transferee shall be admitted as a Limited Partner of such Series and deemed listed as such on the books and records of the Partnershipapplicable Series.

Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee is admitted as a Limited Partner as set forth in Section 11.2(b) and (ii) if requested by the PartnershipPartnership Board, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership Board has received from the transferor written evidence that is reasonably satisfactory to the Partnership Board demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)) without first delivering to the Partnership Board an opinion of counsel reasonably acceptable in form and substance to the Partnership Board (which counsel will be reasonably acceptable to the PartnershipPartnership Board) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership Board shall only make such request for an opinion of counsel if the Partnership Board has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer. The Partnership shall modify the Limited Partners Schedule from time to time to reflect the admittance of any such Limited Partner. (b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 and 11.3, no Transfer of Unit(s) may be completed to a Person that is not already a Limited Partner until the prospective transferee is admitted as a Limited Partner of the Partnership by executing and delivering to the Partnership a written joinder to this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Limited Partners Schedule by the Partnership, such prospective transferee shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership.

Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee is admitted as a Limited Partner as set forth in Section 11.2(b) and (ii) if requested by the Partnership, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership has received from the transferor written evidence that is reasonably satisfactory to the Partnership demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership shall only make such request for an opinion of counsel if the Partnership has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer. The Partnership shall modify the Limited Partners Schedule from time to time to reflect the admittance of any such Limited Partner. (b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 11.1, 11.2 and 11.5 hereof and any applicable restrictions in the Members Agreement, a Member may Transfer all or any part of his or its Units in accordance with this Section 11.3, no Transfer . (a) No transferee of Unit(s) any Unit may be completed to a Person that is not already a Limited Partner until the prospective transferee is admitted as a Limited Partner Member of the Partnership by executing Company until such time as such transferee has executed and delivering delivered to the Partnership Secretary of the Company a written joinder undertaken to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of the Limited Partners Members and Option Holders Schedule by the PartnershipSecretary of the Company and the satisfaction of any other applicable conditions set forth in Section 11.3(c) below, such prospective transferee shall be admitted as a Limited Partner Member and deemed listed as such on the books and records of the PartnershipCompany and thereupon the Company shall reissue the applicable Units in the name of such prospective transferee. The provisions of this Section 11.3(a) shall not apply with respect to the Transfer of any Unit to a transferee that is a Member immediately prior to such Transfer. (b) No transferee of any Option may qualify as an Option Holder hereunder until such time as such transferee has executed and delivered to the Secretary of the Company a written undertaken to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit B hereto; provided that the requirements of this first sentence of this Section 11.3(b) shall not apply with respect to the Transfer of any Option to a transferee that is a Member immediately prior to such Transfer, which transferee shall remain a Member only with respect to the Units held by such Member at the time of such transfer and, subject to the requirements of this Section 11.3(b), shall be an Option Holder with respect to the Options acquired pursuant to such transfer. Upon the amendment of the Members and Option Holders Schedule by the Secretary of the Company and the satisfaction of any other applicable conditions set forth in Section 11.3(c) below, such prospective transferee shall be an Option Holder hereunder with respect to such Options and deemed listed as such on the books and records of the Company and thereupon the Company shall reissue the applicable Option in the name of such prospective transferee. (c) Unless waived by the Company, no Member may Transfer any Restricted Securities (except pursuant to an effective registration statement under the Securities Act) without first delivering to the Company an opinion of counsel reasonably acceptable in form and substance to the Company (which counsel will be reasonably acceptable to the Company) that registration under the Securities Act is not required in connection with such Transfer. If such opinion of counsel reasonably acceptable in form and substance to the Company further states that no subsequent Transfer of such Restricted Securities will require registration under the Securities Act, the Company will promptly upon such Transfer deliver new certificates for such securities which do not bear the Securities Act legend set forth in Section 11.4(b) below.

Procedures for Transfer. (a) Notwithstanding anything to the contrary in this Agreement, (i) no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Limited Partners immediately prior to such a Transfer, who shall automatically become a Limited Partner with respect to any additional Units they so acquire) shall become a Limited Partner in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless the purported transferee is admitted as a Limited Partner as set forth in Section 11.2(b) ), and (ii) if requested by the Partnership, no Limited Partner may Transfer any Units (except pursuant to an effective registration statement under the Securities Act or to members of such Limited Partner’s Family Group without consideration (but only if the Partnership has received from the transferor written evidence that is reasonably satisfactory to the Partnership demonstrating that such Transfer is to a member of such Limited Partner’s Family Group without consideration)Act) without first delivering to the Partnership an opinion of counsel reasonably acceptable in form and substance to the Partnership (which counsel will be reasonably acceptable to the Partnership) that registration under the Securities Act is not required in connection with such Transfer; provided that the Partnership shall only make such request for an opinion of counsel if the Partnership has a reasonable basis to believe that registration under the Securities Act may be required in connection with such Transfer. The Partnership shall cause the Administrator to modify the Limited Partners Schedule from time to time to reflect the admittance of any such Limited Partner. (b) Subject in all events to the general restrictions on Transfers contained in Sections 11.1 and 11.311.5, no Transfer of Unit(s) may be completed made to a Person that is not already a Limited Partner until the prospective transferee is admitted as a Limited Partner of the Partnership by executing and delivering to the Partnership a written joinder undertaking to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A hereto. Upon the amendment of Partnership and such prospective transferee’s execution and delivery to the Limited other Partners Schedule by the Partnershipsuch undertaking, such prospective transferee shall be admitted as a Limited Partner and deemed listed as such on the books and records of the Partnership. (c) Each transferee of any Unit(s) received pursuant to a Transfer will be required to pay to the Partnership in cash an amount equal to any applicable transfer taxes and/or duties which may arise from any allocation and consequent adjustment to the percentage of any investment or asset owned by the Partnership that results from such Transfer.