Common use of Requisite Opinion of Counsel Clause in Contracts

Requisite Opinion of Counsel. The opinion of counsel referred to in Section 10.1(c)(iv) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner (which, in the case of an assignee that is an institutional investor, may be staff counsel regularly employed by such institutional investor) and shall be substantially to the effect that (unless otherwise agreed by the General Partner) the consummation of the Assignment contemplated by the opinion will not: (i) violate any provisions of the Securities Act or applicable state securities laws; (ii) require the General Partner or the Partnership to register as an investment company under the Investment Company Act and (whether or not such Assignment is of the assigning Limited Partner’s entire Interest), that the assignee is a Person that counts as one beneficial owner for purposes of § 3(c)(1) of the Investment Company Act; (iii) require the General Partner or any Affiliate of the General Partner that is not registered under the Advisers Act to register as an investment adviser under the Advisers Act; (iv) cause the Partnership to be taxable as a corporation or association under the Code; (v) violate the laws of any state or the rules and regulations of any Governmental Authority applicable to such Assignment; (vi) pose a material risk that the Partnership will he treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder and would not make the Partnership ineligible for “safe harbor” treatment under § 7704 of the Code and the regulations promulgated thereunder; and (vii) cause all or any portion of the assets of the Partnership to constitute “plan assets” under ERISA or the Code or to be subject to the provisions of ERISA to substantially the same extent as if owned directly by any ERISA Partner. In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the assigning Limited Partner, the assignee and the General Partner.

Requisite Opinion of Counsel. The opinion of counsel referred to in Section 10.1(c)(iv10.1(c)(c)(iv)(D) shall be in form and substance satisfactory to the General PartnerManager, shall be from counsel satisfactory to the General Partner Manager (which, in the case of an assignee that is an institutional investor, may be staff counsel regularly employed by such institutional investor) and shall be substantially to the effect that (unless specified otherwise agreed by the General PartnerManager) the consummation of the Assignment contemplated by the opinion will not: (i) violate any provisions of the Securities Act or applicable state securities laws; (ii) require the General Partner Manager or the Partnership Fund to register as an investment company under the Investment Company Act and (whether or not such Assignment is of the assigning Limited PartnerMember’s entire Interest), that the assignee is a Person that counts as one beneficial owner for purposes of § Section 3(c)(1) of the Investment Company Act; (iii) require the General Partner Manager or any Affiliate of the General Partner Manager that is not registered under the Advisers Advisors Act to register as an investment adviser advisor under the Advisers Advisors Act; (iv) cause the Partnership Fund to be taxable as a corporation or association under the Code; (v) violate the laws of any state or the rules and regulations of any Governmental Authority applicable to such Assignment; (vi) pose a material risk that the Partnership Fund will he be treated as a “publicly traded partnership” within the meaning of § Section 7704 of the Code and the regulations promulgated thereunder and would not make the Partnership Fund ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder; and (vii) cause all or any portion of the assets of the Partnership Fund to constitute “plan assets” under ERISA or the Code or to be subject to the provisions of ERISA to substantially the same extent as if owned directly by any ERISA PartnerMember. In giving such opinion, counsel may, with the consent of the General PartnerManager, rely as to factual matters on certificates of the assigning Limited PartnerMember, the assignee and the General PartnerManager.

Requisite Opinion of Counsel. The opinion of counsel referred to in Section 10.1(c)(iv) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner (which, in the case of an assignee that is an institutional investor, may be staff counsel regularly employed by such institutional investor) and shall be substantially to the effect that (unless otherwise agreed by the General Partner) the consummation of the Assignment contemplated by the opinion will not: (i) violate any provisions of the Securities Act or applicable state securities laws; (ii) require the General Partner or the Partnership to register as an investment company under the Investment Company Act and (whether or not such Assignment is of the assigning Limited Partner’s 's entire Interest), that the assignee is a Person that counts as one beneficial owner for purposes of § 3(c)(1) of the Investment Company Act; (iii) require the General Partner or any Affiliate of the General Partner that is not registered under the Advisers Act to register as an investment adviser under the Advisers Act; (iv) cause the Partnership to be taxable as a corporation or association under the Code; (v) violate the laws of any state or the rules and regulations of any Governmental Authority applicable to such Assignment; (vi) pose a material risk that the Partnership will he treated as a “"publicly traded partnership” " within the meaning of § 7704 of the Code and the regulations promulgated thereunder and would not make the Partnership ineligible for “"safe harbor” " treatment under § 7704 of the Code and the regulations promulgated thereunder; and (vii) cause all or any portion of the assets of the Partnership to constitute “"plan assets” " under ERISA or the Code or to be subject to the provisions of ERISA to substantially the same extent as if owned directly by any ERISA Partner. In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the assigning Limited Partner, the assignee and the General Partner.

Requisite Opinion of Counsel. The opinion of counsel referred to in Section 10.1(c)(iv) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner (which, in the case of an assignee that is an institutional investor, may be staff counsel regularly employed by such institutional investor) and shall be substantially to the effect that (unless specified otherwise agreed by the General Partner) the consummation of the Assignment contemplated by the opinion will not: (i) violate any provisions of the Securities Act or applicable state securities laws; (ii) require the General Partner or the Partnership to register as an investment company under the Investment Company Act and (whether or not such Assignment is of the assigning Limited Partner’s entire Interest), that the assignee is a Person that counts as one beneficial owner for purposes of § 3(c)(1Section 3(c)(i) of the Investment Company Act; (iii) require the General Partner or any Affiliate of the General Partner that is not registered under the Advisers Act to register as an investment adviser under the Advisers Act; (iv) cause the Partnership to be taxable as a corporation or association under the Code; (v) violate the laws of any state or the rules and regulations of any Governmental Authority applicable to such Assignment; (vi) pose a material risk that the Partnership will he be treated as a “publicly traded partnership” within the meaning of § Section 7704 of the Code and the regulations promulgated thereunder and would not make the Partnership ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder; and (vii) cause all or any portion of the assets of the Partnership to constitute “plan assets” under ERISA or the Code or to be subject to the provisions of ERISA to substantially the same extent as if owned directly by any ERISA Partner. In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the assigning Limited Partner, the assignee and the General Partner.

Requisite Opinion of Counsel. The opinion of counsel referred to in Section 10.1(c)(iv10.1(c)(v) shall be in form and substance satisfactory to the General PartnerManager, shall be from counsel satisfactory to the General Partner Manager (which, in the case of an assignee that is an institutional investor, may be staff counsel regularly employed by such institutional investor) and shall be substantially to the effect that (unless specified otherwise agreed by the General PartnerManager) the consummation of the Assignment contemplated by the opinion will not: (i) violate any provisions of the Securities Act or applicable state securities laws; (ii) require the General Partner Manager or the Partnership Company to register as an investment company under the Investment Company Act and (whether or not such Assignment is of the assigning Limited Partner’s Member's entire Interest), that the assignee is a Person that counts as one beneficial owner for purposes of § Section 3(c)(1) of the Investment Company Act; (iii) require the General Partner Manager or any Affiliate of the General Partner Manager that is not registered under the Advisers Advisors Act to register as an investment adviser advisor under the Advisers Advisors Act; (iv) cause the Partnership Company to be taxable as a corporation or association under the Code; (v) violate the laws of any state or the rules and regulations of any Governmental Authority applicable to such Assignment; (vi) pose a material risk that the Partnership Company will he be treated as a “publicly traded partnership” within the meaning of § Section 7704 of the Code and the regulations promulgated thereunder and would not make the Partnership Company ineligible for “safe harbor” treatment under § Section 7704 of the Code and the regulations promulgated thereunder; and (vii) cause all or any portion of the assets of the Partnership Company to constitute “plan assets” under ERISA or the Code or to be subject to the provisions of ERISA to substantially the same extent as if owned directly by any ERISA PartnerMember. In giving such opinion, counsel may, with the consent of the General PartnerManager, rely as to factual matters on certificates of the assigning Limited PartnerMember, the assignee and the General PartnerManager.

Requisite Opinion of Counsel. The opinion of counsel referred to in Section 10.1(c)(iv10.1(f)(iv) shall be in form and substance satisfactory to the General Partner, shall be from counsel satisfactory to the General Partner (which, in the case of an assignee that is an institutional investor, may be staff counsel regularly employed by such institutional investor) and shall be substantially to the effect that (unless otherwise agreed by the General Partner) the consummation of the Assignment contemplated by the opinion will not: (i) violate any provisions of the Securities Act or applicable state securities laws; (ii) require the General Partner or the Partnership to register as an investment company under the Investment Company Act and (whether or not such Assignment is of the assigning Limited Partner’s entire Interest), that the assignee is a Person that counts as one beneficial owner for purposes of § 3(c)(1) of the Investment Company Act; (iii) require the General Partner or any Affiliate of the General Partner that is not registered under the Advisers Act to register as an investment adviser under the Advisers Act; (iv) cause the Partnership to be taxable as a corporation or association under the Code; (v) violate the laws of any state or the rules and regulations of any Governmental Authority applicable to such Assignment; (vi) pose a material risk that the Partnership will he treated as a “publicly traded partnership” within the meaning of § 7704 of the Code and the regulations promulgated thereunder and would not make the Partnership ineligible for “safe harbor” treatment under § 7704 of the Code and the regulations promulgated thereunder; and (vii) cause all or any portion of the assets of the Partnership to constitute “plan assets” under ERISA or the Code or to be subject to the provisions of ERISA to substantially the same extent as if owned directly by any ERISA Partner. In giving such opinion, counsel may, with the consent of the General Partner, rely as to factual matters on certificates of the assigning Limited Partner, the assignee and the General Partner.