Common use of Prohibition of Transfer Clause in Contracts

Prohibition of Transfer. Except pursuant to Section 11. or as described below in this Section 10., a Partner shall not, in any transaction or series of transactions, directly or indirectly, (i) sell, assign or otherwise in any manner dispose of all or any part of its Interest (such term, as used in this Section 10.1., including any Profits Interest), whether by act, deed, merger or otherwise (any of the foregoing, as referred to in this Section 10., a "transfer"), or (ii) mortgage, pledge or create a lien or security interest upon all or any part of its Interest; provided, however, that notwithstanding this Section 10.1., a General Partner may transfer all or any portion of its Interest to its Affiliated Limited Partner and a Limited Partner may transfer all or any portion of its Interest to its Affiliated General Partner. Any attempt by a Partner to transfer all or a portion of its Interest in violation of this Agreement shall be void ab initio and shall not be effective to transfer such Interest or any portion thereof.