Requirements upon Transfer. Any transfer of an Interest permitted under Section 8.01 hereof or any other provision of this Agreement shall be subject to the following:
a) The permitted transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the GP, to assume all of the duties and obligations of the transferor Limited Partner under this Agreement and to be bound by and subject to all of the terms and conditions of this Agreement;
b) The transferor Partner and the transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the GP, to indemnify and hold the Partnership and the Partners harmless from and against any liabilities, losses, costs and expenses arising out of the transfer, including, without limitation, any liability arising by reason of the violation of any securities laws of the United States, any State of the United States, or any foreign country;
c) The transferor Partner has delivered to the GP an opinion of counsel reasonably acceptable to the GP that such transfer would not violate the Securities Act, as amended, or any blue sky laws (including any investor suitability standards);
d) The transferor Partner demonstrates that such transfer, when added to the total of all other sales or exchanges of Interests within the preceding 12 months, would not result in the Partnership being treated as a publicly-traded partnership within the meaning of Section 7704 of the Code;
e) The transferor Partner has demonstrated that such transfer will not cause the assets of the Partnership to be “plan assets” for purposes of ERISA;
f) The transferee shall have executed a power of attorney substantially identical to that contained in Article X hereof, and shall execute and swear to such other documents and instruments as the GP may deem necessary to effect the admission of the transferee as a Partner;
g) The transferee shall have executed, in favor of the Partnership and the GP, an instrument containing representations by such transferee substantially identical to the representations and investment qualifications of the Limited Partner set forth in the Subscription Agreement;
h) The transferee shall have paid the reasonable expenses incurred by the Partnership in connection with the admission of the transferee to the Partnership; and
i) The transferee shall only effect a transfer on the first business day of any calendar month.
Requirements upon Transfer. If, pursuant to this subsection, any interest in this Agreement or any Loan Document is transferred to any assignee that is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Bank shall cause such assignee concurrently with the effectiveness of such transfer, (i) to represent to the transferor Bank (for the benefit of the transferor Bank, the Agent, the Letter of Credit Banks and the Borrowers) that it is either (x) entitled to the benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other payments which may be made by the Borrower to other Loan Document; or (y) is engaged in the trade or business within the United States, (ii) to furnish to the transferor Bank, the Agent, the Letter of Credit Banks and the Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder) and (iii) to agree (for the benefit of the transferor Bank, the Agent, the Letter of Credit Banks and the Borrowers) to provide to the transferor Bank, the Agent, the Letter of Credit Banks and the Borrowers a new Form 4224 or Form 1001 (or appropriate successor forms, which may include Forms W8-BEN or W8-ECI) upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations with regard to such withholding tax exemption.
Requirements upon Transfer. If, pursuant to this subsection, any interest in this Agreement or any Loan Document is transferred to any assignee that is organized under the laws of any jurisdiction other than the United States or any state thereof, the transferor Lender shall cause such assignee concurrently with the effectiveness of such transfer, (i) to represent to the transferor Lender (for the benefit of the transferor Lender, the Agent, the Letter of Credit Issuers and the Borrower) that it is either (x) entitled to the benefits of an income tax treaty with the United States that provides for an exemption from United States withholding tax on interest and other payments which may be made by the Borrower to other Loan Document; or (y) is engaged in the trade or business within the United States, (ii) to furnish to the transferor Lender, the Agent, the Letter of Credit Issuers and the Borrower either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such assignee claims entitlement to complete exemption from U.S. federal withholding tax on all payments hereunder) and (iii) to agree (for the benefit of the transferor Lender, the Agent, the Letter of Credit Issuers and the Borrower) to provide to the transferor Lender, the Agent, the Letter of Credit Issuers and the Borrower a new Form 4224 or Form 1001 upon the obsolescence of any previously delivered form and comparable statements in accordance with applicable U.S. laws and regulations with regard to such withholding tax exemption.
Requirements upon Transfer. Any transfer of a Limited Partnership Interest permitted under Section 8.01 hereof or any other provision of this Agreement shall be subject to the following:
(a) The permitted transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the General Partner, to assume all of the duties and obligations of the transferor Limited Partner under this Agreement and to be bound by and subject to all of the terms and conditions of this Agreement;
Requirements upon Transfer. Any transfer of an Interest permitted under Section 8.01 hereof or any other provision of this Agreement shall be subject to the following:
(a) The permitted transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the General Partner, to assume all of the duties and obligations of the transferor Limited Partner under this Agreement and to be bound by and subject to all of the terms and conditions of this Agreement;
(b) The transferor Partner and the transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the General Partner, to indemnify and hold the Partnership and the Partners harmless from and against any liabilities, losses, costs and expenses arising out of the transfer, including, without limitation, any liability arising by reason of the violation of any securities laws of the United States, any State of the United States, or any foreign country;
(c) The transferor Partner has delivered to the General Partner an opinion of counsel reasonably acceptable to the General Partner that such transfer would not violate the Securities Act, as amended, or any blue sky laws (including any investor suitability standards);
(d) The transferor Partner demonstrates that such transfer, when added to the total of all other sales or exchanges of Interests within the preceding 12 months, would not result in the Partnership being considered to have terminated within the meaning of Section 708 of the Code and that such transfer will not result in the Partnership being treated as a publicly-traded partnership within the meaning of Section 7704 of the Code;
(e) The transferor Partner has demonstrated that such transfer will not cause the assets of the Partnership to be “plan assets” for purposes of ERISA;
