Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner. (c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code. (f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 9 contracts
Samples: Limited Partnership Agreement (Behringer Harvard Reit I Inc), Limited Partnership Agreement (Behringer Harvard Opportunity REIT I, Inc.), Limited Partnership Agreement (Cole Credit Property Trust II Inc)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations (taking into account Section 1.7704-1(h)(3) of the U.S. Treasury Regulations), or (iiiv) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 8 contracts
Samples: Limited Partnership Agreement (IPC Alternative Real Estate Income Trust, Inc.), Limited Partnership Agreement (EQT Exeter Real Estate Income Trust, Inc.), Limited Partnership Agreement (IPC Alternative Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), or (iiiiv) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or and the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Starwood Real Estate Income Trust, Inc.), Limited Partnership Agreement (Invesco Real Estate Income Trust Inc.), Limited Partnership Agreement (Invesco Real Estate Income Trust Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), 9.02(c9.2(c) and 9.02(d9.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 8.5 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 8.5 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 8.6 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d9.2(d), 9.02(e9.2(e) and 9.02(f9.2(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 6 contracts
Samples: Limited Partnership Agreement (Cole Corporate Income Trust, Inc.), Limited Partnership Agreement (Cole Credit Property Trust III, Inc.), Limited Partnership Agreement (United Development Funding IV)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), 9.02(c) 9.2(c), and 9.02(d9.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 8.5 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units pursuant to this Article ARTICLE IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 8.5 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 8.6 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d9.2(d), 9.02(e) 9.2(e), and 9.02(f9.2(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion determination of the General Partner, after consultation with legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article ARTICLE IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article ARTICLE IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 5 contracts
Samples: Limited Partnership Agreement (United Development Funding Income Fund V), Limited Partnership Agreement (Cole Credit Property Trust V, Inc.), Limited Partnership Agreement (Cole Office & Industrial REIT (CCIT II), Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d)this Article IX, no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFERTransfer"), ) without the consent of the General Partner, which consent may be granted or withheld in its sole and an absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Each Limited Partner acknowledges that the General Partner has agreed not to grant its any such consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 below) of all of its his Partnership Units pursuant to this Article IX or pursuant to an exchange a redemption of all of its his Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.05. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f)the provisions of this Article IX, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its his Partnership Units to (i) a parent or parent's spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in clause (i) above, or (iii) if the Limited Partner is an entity, its beneficial ownersowners or one or more of its Affiliates.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's Partnership being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market" market (or the substantial equivalent thereof) )" within the a meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, however, that as a condition to such consent consent, the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the a transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 4 contracts
Samples: Limited Partnership Agreement (NNN Apartment REIT, Inc.), Limited Partnership Agreement (NNN Apartment REIT, Inc.), Limited Partnership Agreement (NNN Apartment REIT, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided, that the Special Limited Partner may Transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a Redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption Redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, (i) a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (iA) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(sPerson(s), for of which trust such Limited Partner or any such person(sPerson(s) is a trustee, (iiB) a corporation controlled by a Person or Persons named in (iA) above, above or (iiiC) if the Limited Partner is an entity, its beneficial ownersowners through a distribution in kind or otherwise.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, the registration of the Partnership as an investment company under, or would be in violation of, the Investment Company Act or any rules or regulations promulgated thereunder, the registration of the General Partner or any Affiliate thereof (that is not currently registered as an investment adviser under the Advisers Act, or would otherwise violate any applicable federal or state securities or blue sky law laws (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, the Transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the Transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the Regulations (taking into account Section 1.7704-1(h)(3) of the Regulations), or (v) such transfer Transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 4 contracts
Samples: Limited Partnership Agreement (BGO Industrial Real Estate Income Trust, Inc.), Limited Partnership Agreement (BGO Industrial Real Estate Income Trust, Inc.), Limited Partnership Agreement (BGO Industrial Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in U.S. Treasury Regulations Section 1.7704-1(h), (iv) the transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations (taking into account Section 1.7704-1(h)(3) of the U.S. Treasury Regulations), or (iiiv) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.), Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.), Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that a Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's Partnership being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, Code or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Blue Owl Real Estate Net Lease Trust), Limited Partnership Agreement (Blue Owl Real Estate Net Lease Trust), Limited Partnership Agreement (Blue Owl Real Estate Net Lease Trust)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), 9.02(c(c) and 9.02(d(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFERTransfer"), ) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; 8.5 or (iii) a Transfer made pursuant to the sale redemption of all its the Limited Partner's Special Partnership Units pursuant to Section 8.06 above8.7. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market" market (or the substantial equivalent thereof) )" within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Dividend Capital Trust Inc), Limited Partnership Agreement (Dividend Capital Trust Inc), Limited Partnership Agreement (Dividend Capital Trust Inc)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(dSection 9.2(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer Transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may Transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a Redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.4. Upon the permitted Transfer or redemption Redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(dSection 9.2(d), 9.02(eSection 9.2(e) and 9.02(f)Section 9.2(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable U.S. federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in U.S. Treasury Regulations Section 1.7704-1(h), (iv) the transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations (taking into account Section 1.7704-1(h)(3) of the U.S. Treasury Regulations), or (v) such transfer Transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 3 contracts
Samples: Limited Partnership Agreement (New Mountain Net Lease Trust), Limited Partnership Agreement (North Haven Net REIT), Limited Partnership Agreement (North Haven Net REIT)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the each of the Special OP Unitholders and the Advisor may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 3 contracts
Samples: Limited Partnership Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Limited Partnership Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.), Limited Partnership Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(dSection 9.2(d), 9.02(e(i) and 9.02(f), a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (iA) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (iiB) a corporation controlled by a Person or Persons named in clause (iA) above, or (iiiC) if the Limited Partner is an entity, its beneficial owners, and (ii) a holder of Initial Class E Units may Transfer, without the consent of the General Partner, all or any portion of such Initial Class E Units to an Affiliate of such holder.
(d) No Notwithstanding anything to the contrary contained herein, no Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in of it part, ifwithout the consent of the General Partner, which may be withheld in the opinion of legal counsel for the Partnershipits sole and absolute discretion, if such proposed Transfer would would:
(i) require the registration of the Limited Partnership Interest under the Securities Act, the registration of the Partnership as an investment company under, or would be in violation of, the Investment Company Act or any rules or regulations promulgated thereunder, the registration of the General Partner or any Affiliate thereof (that is not currently registered as an investment adviser) as an investment adviser under the Advisers Act, or cause the Partnership to be treated as (1) a “publicly traded partnership” within the meaning of U.S. Code Section 7704(b) or (2) a “SIFT Partnership” within the meaning of Section 197 of the Income Tax Act (Canada), or otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).;
(eii) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (iA) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (iiB) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General REIT Limited Partner to continue to qualify as a REIT or as a domestically controlled qualified investment entity or subject the General REIT Limited Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iiiC) such transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to cause the Partnership or any Person who is related (within not to qualify for the meaning of safe harbor described in Regulations Section 1.7521.7704-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.1
Appears in 2 contracts
Samples: Limited Partnership Agreement (Brookfield Real Estate Income Trust Inc.), Limited Partnership Agreement (Brookfield Real Estate Income Trust Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions terms of Sections 9.02(b), 9.02(c) and 9.02(d)this Section 9.2, no Limited Partner may offer, sell, assign, hypothecate, pledge pledge, distribute or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General PartnerPartner and any lender (to the extent required under any Credit Facility), which consent may be granted or withheld in its sole and absolute discretion; provided, however, that the Special Limited Partner may (i) Transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner, and (ii) Transfer Partnership Units that the Special Limited Partner receives as distributions of Quarterly Allocations and Year-End Allocations to the LTIP Entity in accordance with Section 9.2(i). Any such purported transfer Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a Redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption Redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, (i) a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (iA) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(sPerson(s), for of which trust such Limited Partner or any such person(sPerson(s) is a trustee, (iiB) a corporation controlled by a Person or Persons named in (iA) above, above or (iiiC) if the Limited Partner is an entity, its beneficial ownersowners through a distribution in kind or otherwise and (ii) a holder of Initial Class E Units may Transfer, without the consent of the General Partner, all or any portion of such Initial Class E Units to an Affiliate of such holder.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, the registration of the Partnership as an investment company under, or would be in violation of, the Investment Company Act or any rules or regulations promulgated thereunder, the registration of the General Partner or any Affiliate thereof (that is not currently registered as an investment adviser under the Advisers Act, or cause the Partnership to be treated as a “publicly traded partnership” within the meaning of U.S. Code Section 7704(b), or would otherwise violate any applicable federal or state securities or blue sky law laws (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or as a domestically controlled qualified investment entity or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, the Transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the Transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the Regulations (taking into account Section 1.7704-1(h)(3) of the Regulations), or (v) such transfer Transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
(i) Notwithstanding anything herein to the contrary, the Special Limited Partner may, without the consent of the General Partner, Transfer any Partnership Units that the Special Limited Partner receives as distributions of Quarterly Allocations or Year-End Allocations pursuant to Section 5.2 hereof to the LTIP Entity in accordance with the terms of the LTIP. The Partnership acknowledges that the LTIP Entity may Transfer such Partnership Units to LTIP Participants in accordance with the terms of the LTIP, and that such subsequent Transfers to LTIP Participants shall not require any consent of the General Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (J.P. Morgan Real Estate Income Trust, Inc.), Limited Partnership Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), or (iiiiv) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Starwood Real Estate Income Trust, Inc.), Limited Partnership Agreement (Starwood Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in U.S. Treasury Regulations Section 1.7704-1(h), or (iiiiv) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.), Limited Partnership Agreement (Blackstone Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may Transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, the registration of the General Partner or any Affiliate thereof (that is not currently registered as an investment adviser under the Advisers Act, or cause the Partnership to be treated as a “publicly traded partnership” within the meaning of U.S. Code Section 7704(b), or would otherwise violate any applicable federal or state securities or blue sky law laws (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, the Transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the Transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the Regulations (taking into account Section 1.7704-1(h)(3) of the Regulations), or (v) such transfer Transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cohen & Steers Income Opportunities REIT, Inc.), Limited Partnership Agreement (Cohen & Steers Income Opportunities REIT, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Cole Credit Property Trust Inc), Limited Partnership Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed may or may not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed may or may not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iiiii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the PartnershipCompany, it would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner Company to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which Table of Contents trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to qualify for the safe harbor described in U.S. Treasury Regulations Section 1.7704-1(h), (iv) the transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations (taking into account Section 1.7704-1(h)(3) of the U.S. Treasury Regulations), or (iiiv) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (KBS Real Estate Investment Trust III, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), 9.02(c9.2(c) and 9.02(d9.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“ Transfer ”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 8.5 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 8.5 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.to
Appears in 1 contract
Samples: Limited Partnership Agreement (Cole Credit Property Trust Iv, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752Section
1. 752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Behringer Harvard Opportunity REIT I, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each of the Special OP Unitholders and the Advisor may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Black Creek Diversified Property Fund Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) a. Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d9.2(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the prior consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each of the Original Limited Partner, the Advisor and their Affiliates may transfer all or any portion of its respective Partnership Units, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) b. No Limited Partner may withdraw from the Partnership other than as a result ofthan: (i) as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9, or (ii) pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units and Special OP Units, if any, such Limited Partner shall cease to be a Limited Partner.
(cc. Notwithstanding Section 9.2(a) Subject and subject to Sections 9.02(d9.2(d), 9.02(e9.2(e) and 9.02(f)9.2(f) below, a Limited Partner may not Transfer, with without the prior consent of the General Partner, which consent will not be unreasonably withheld, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) d. No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) e. No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) f. No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752Section
1. 752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) g. Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) h. Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hines Global Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) ), and 9.02(d), no Limited Partner may offer, sell, gift, donate, assign, hypothecate, pledge pledge, encumber, mortgage, exchange or otherwise transfer or dispose of all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that, the term Transfer when used in this Article 9 does not include (i) any redemption or repurchase of Partnership Units by the Partnership from a Partner (including the Original Limited Partner) or (ii) any exchange of Partnership Common Units pursuant to Section 8.05 hereof. Any such purported transfer Transfer (including an exchange pursuant to Section 8.05 hereof prohibited by Section 9.02(e)) undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than (i) as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to which the General Partner consents as contemplated by paragraph (aSection 9.02(a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below9.02(c) or Section 9.04) of all of its Partnership Units pursuant to this Article IX 9; or (ii) pursuant to an a redemption or exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.05. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e), 9.02(f), 9.02(g) and 9.02(f9.02(h), a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Limited Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation corporation, limited liability company, partnership or other entity controlled by the Limited Partner or a Person or Persons named in (i) above, or (iii) if in the case of the Original Limited Partner is an entityPartner, its beneficial owners, provided, that, in the case of (i) or (ii), if such transferee ceases to be either, in the case of (i), a parent or parent’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), for which trust such Limited Partner or any such Person(s) is a trustee or, in the case of (ii), a corporation, limited liability company, partnership or other entity controlled by the Limited Partner a Person or Persons named in (i) above, then immediately prior to ceasing to have the above described relationship with the transferring Limited Partner Transfer that provided grounds to Transfer such Limited Partnership Interests without the consent of the General Partner, such transferee shall Transfer all Limited Partnership Interests held by such Person to such transferring Limited Partner. Any Limited Partner undertaking a Transfer pursuant to this Section 9.02(c) shall first give the General Partner prior notice of such Transfer, which notice shall include the full name and business address of the transferee.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, (i) to any Person that is not an “accredited investor” as #96603748v1 defined in Rule 501 promulgated under the Securities Act or (ii) if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). At the request of the Partnership, the transferor shall deliver or cause to be delivered to the General Partner an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate the any applicable federal or state securities or blue sky law (including investment suitability standards). Any transferring Partner must Transfer not less than the lesser of (i) 1,000 Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, unless, in each case, otherwise agreed to by the General Partner in its sole and absolute discretion.
(e) No Transfer of Partnership Units by a Limited Partner of its Partnership Units, in whole or in part, (including an exchange pursuant to Section 8.05 hereof) may be made to any Person if (i) in the opinion determination of the General Partner, after consulting with legal counsel for the Partnership, the transfer would it could result in the Partnership's Partnership being treated as an association taxable as a corporation for federal income tax purposes or would result in a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for REIT Shares of all Partnership Units held by all Limited Partners other than the General Partner or any Subsidiary of either the General Partner or pursuant to a qualified REIT subsidiary within the meaning of transaction not prohibited under Section 856(i) of the Code7.01 hereof), (ii) in the opinion determination of the General Partner, after consulting with legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code), (iv) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101, (v) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940, or the fiduciary responsibility provisions of ERISA, or (iiivi) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the CodeCode or would otherwise cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code and the regulations promulgated thereunder.
(f) No transfer Transfer of any Partnership Units by a Limited Partner (including an exchange pursuant to Section 8.05 hereof) may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) It is a condition to any Transfer otherwise permitted by this Article 9 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Partner under this Agreement with respect to such Transferred Partnership #96603748v1 Interest, and no such Transfer shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any and all restrictions on ownership or transfer of stock of the General Partner contained in the Certificate that may limit or restrict such transferee’s ability to exercise its redemption rights, including, without limitation, the ownership limits described in the Articles of Incorporation and calculated in accordance therewith. Unless admitted as a Substitute Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 9.04 hereof.
(h) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(hi) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) ), and 9.02(d), no Limited Partner may offer, sell, gift, donate, assign, hypothecate, pledge pledge, encumber, mortgage, exchange or otherwise transfer or dispose of all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that, the term Transfer when used in this Article 9 does not include (i) any redemption or repurchase of Partnership Units by the Partnership from a Partner (including the Original Limited Partner) or (ii) any exchange of Partnership Common Units pursuant to Section 8.05 hereof. Any such purported transfer Transfer (including an exchange pursuant to Section 8.05 hereof prohibited by Section 9.02(e)) undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than (i) as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to which the General Partner consents as contemplated by paragraph (aSection 9.02(a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below9.02(c) or Section 9.04) of all of its Partnership Units pursuant to this Article IX 9; or (ii) pursuant to an a redemption or exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.05. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e), 9.02(f), 9.02(g) and 9.02(f9.02(h), a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Limited Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation corporation, limited liability company, partnership or other entity controlled by the Limited Partner or a Person or Persons named in (i) above, or (iii) if in the case of the Original Limited Partner is an entityPartner, its beneficial owners, provided, that, in the case of (i) or (ii), if such transferee ceases to be either, in the case of (i), a parent or parent’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), for which trust such Limited Partner or any such Person(s) is a trustee or, in the case of (ii), a corporation, limited liability company, partnership or other entity controlled by the Limited Partner a Person or Persons named in (i) above, then immediately prior to ceasing to have the above described relationship with the transferring Limited Partner Transfer that provided grounds to Transfer such Limited Partnership Interests without the consent of the General Partner, such transferee shall Transfer all Limited Partnership Interests held by such Person to such transferring Limited Partner. Any Limited Partner undertaking a Transfer pursuant to this Section 9.02(c) shall first give the General Partner prior notice of such Transfer, which notice shall include the full name and business address of the transferee.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, (i) to any Person that is not an “accredited investor” as defined in Rule 501 promulgated under the Securities Act or (ii) if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). At the request of the Partnership, the transferor shall deliver or cause to be delivered to the General Partner an opinion of counsel reasonably satisfactory to it to the effect that the proposed Transfer may be effected without registration under the Securities Act and will not otherwise violate the any applicable federal or state securities or blue sky law (including investment suitability standards). Any transferring Partner must Transfer not less than the lesser of (i) 1,000 Partnership Units or (ii) all of the remaining Partnership Units owned by such Transferring Partner, unless, in each case, otherwise agreed to by the General Partner in its sole and absolute discretion.
(e) No Transfer of Partnership Units by a Limited Partner of its Partnership Units, in whole or in part, (including an exchange pursuant to Section 8.05 hereof) may be made to any Person if (i) in the opinion determination of the General Partner, after consulting with legal counsel for the Partnership, the transfer would it could result in the Partnership's Partnership being treated as an association taxable as a corporation for federal income tax purposes or would result in a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for REIT Shares of all Partnership Units held by all Limited Partners other than the General Partner or any Subsidiary of either the General Partner or pursuant to a qualified REIT subsidiary within the meaning of transaction not prohibited under Section 856(i) of the Code7.01 hereof), (ii) in the opinion determination of the General Partner, after consulting with legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code), (iv) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.3-101, (v) such transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940, or the fiduciary responsibility provisions of ERISA, or (iiivi) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the CodeCode or would otherwise cause the Partnership to be treated as a “publicly traded partnership” within the meaning of Section 7704(b) of the Code and the regulations promulgated thereunder.
(f) No transfer Transfer of any Partnership Units by a Limited Partner (including an exchange pursuant to Section 8.05 hereof) may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) It is a condition to any Transfer otherwise permitted by this Article 9 that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. Notwithstanding the foregoing, any transferee of any Transferred Partnership Interest shall be subject to any and all restrictions on ownership or transfer of stock of the General Partner contained in the Certificate that may limit or restrict such transferee’s ability to exercise its redemption rights, including, without limitation, the ownership limits described in the Articles of Incorporation and calculated in accordance therewith. Unless admitted as a Substitute Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 9.04 hereof.
(h) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void ab initio and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(hi) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner Sole Member to continue to qualify as a REIT or subject the General Partner Sole Member to any additional taxes under Section 857 or Section 4981 of the CodeCode or any analogous provisions of state law, (ii) the transfer would cause the Partnership not to qualify for the “100 partner” safe harbor described in Regulations Section 1.7704-1(h), or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Fortress Net Lease REIT)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each of the Special OP Unitholders and the Advisor may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b1.752‑4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(21.752‑1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Black Creek Diversified Property Fund Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each Sponsor Party may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates or any trust, limited liability company, partnership, or other entity established by or at the direction of such Sponsor Party or any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to effected as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Black Creek Diversified Property Fund Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFERTransfer"), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as ---- contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market" market (or the substantial equivalent thereof) )" within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the -------- lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Wells Real Estate Investment Trust Inc)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each Sponsor Party may transfer all or any portion of its respective Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates or any trust, limited liability company, partnership, or other entity established by or at the direction of such Sponsor Party or any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to effected as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b1.752‑4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(21.752‑1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Black Creek Diversified Property Fund Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d9.2(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the prior consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each of the Special OP Unitholder, the Advisor and their Affiliates may transfer all or any portion of its respective Partnership Units, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result ofthan: (i) as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9, or (ii) pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units and Special OP Units, if any, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e9.2(e) and 9.02(f)9.2(f) below, a Limited Partner may not Transfer, with without the prior consent of the General Partner, which consent will not be unreasonably withheld, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hines Global Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b9.2(b), 9.02(c9.2(c) and 9.02(d9.2(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 8.5 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 8.5 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 8.6 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d9.2(d), 9.02(e9.2(e) and 9.02(f9.2(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Cole Credit Property Trust Iv, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that the Special Limited Partner may transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, (iii) in the opinion of legal counsel for the Partnership, the transfer would cause the Partnership not to ACTIVE\193981801.8 qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury Regulations (taking into account Section 1.7704-1(h)(3) of the U.S. Treasury Regulations), or (iiiv) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (EQT Exeter Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges Partners acknowledge that the General Partner has agreed may or may not to grant its consent with respect to any Transfer by the Original Limited Partner Partners prior to the Transfer Restriction Date; provided, that the Original Limited Partner Partners shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges Partners acknowledge that the General Partner has also agreed may or may not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iiiii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the PartnershipCompany, it would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner Company to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Behringer Harvard Reit I Inc)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d9.2(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the prior consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided that each of the Original Limited Partner, the Advisor and their Affiliates may transfer all or any portion of its respective Partnership Units, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result ofthan: (i) as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9, or (ii) pursuant to an exchange a redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units and Special OP Units, if any, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e9.2(e) and 9.02(f)9.2(f) below, a Limited Partner may not Transfer, with without the prior consent of the General Partner, which consent will not be unreasonably withheld, all or a portion of its Partnership Units Interest to (i) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, Act or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hines Global Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed may or may not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed may or may not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Interest and allocable Partnership Units to to: (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, ; (ii) a corporation controlled by a Person or Persons named in (i) above, ; or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Interest and allocable Partnership Units, in whole or in part, may be made to any Person if if: (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), ; (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, ; or (iii) such transfer is effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Interest and allocable Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-1.752- 4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an an-arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Interest and allocable Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Adaptive Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(cSection 9.2(b) and 9.02(d(c), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"), “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion; provided, that the Special Limited Partner may Transfer all or any portion of its Limited Partnership Interest, or any of its economic rights as a Limited Partner, to any of its Affiliates without the consent of the General Partner. Any such purported transfer Transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges that the General Partner has agreed not to grant its consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 9.5 below) of all of its Partnership Units Interest pursuant to this Article IX 9 or pursuant to an exchange a Redemption of all of its Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.5. Upon the permitted Transfer or redemption Redemption of all of a Limited Partner's ’s Partnership UnitsInterest, such Limited Partner shall cease to be a Limited Partner.
(c) Subject Notwithstanding Section 9.2(a) and subject to Sections 9.02(d9.2(d), 9.02(e(e) and 9.02(f)(f) below, (i) a Limited Partner may Transfer, with without the consent of the General Partner, all or a portion of its Partnership Units Interest to (iA) a parent or parent's ’s spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(sPerson(s), for of which trust such Limited Partner or any such person(sPerson(s) is a trustee, (iiB) a corporation controlled by a Person or Persons named in (iA) above, above or (iiiC) if the Limited Partner is an entity, its beneficial ownersowners through a distribution in kind or otherwise and (ii) a holder of Initial Class E Units may Transfer, without the consent of the General Partner, all or any portion of such Initial Class E Units to an Affiliate of such holder.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, the registration of the Partnership as an investment company under, or would be in violation of, the Investment Company Act or any rules or regulations promulgated thereunder, the registration of the General Partner or any Affiliate thereof (that is not currently registered as an investment adviser under the Advisers Act, or cause the Partnership to be treated as a “publicly traded partnership” within the meaning of U.S. Code Section 7704(b), or would otherwise violate any applicable federal or state securities or blue sky law laws (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership UnitsInterest, in whole or in part, may be made to any Person without the consent of the General Partner, which may be withheld in its sole and absolute discretion, if (i) in the opinion of legal counsel for the Partnership, the transfer Transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the CodeCode and the General Partner determines such treatment would be in the best interest of the Partnership), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or as a domestically controlled qualified investment entity or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) in the opinion of legal counsel for the Partnership, the Transfer would cause the Partnership not to qualify for the safe harbor described in Regulations Section 1.7704-1(h), (iv) the Transfer would result in the Partnership at any time during its taxable year having more than 100 partners, within the meaning of Section 1.7704-1(h)(1)(ii) of the Regulations (taking into account Section 1.7704-1(h)(3) of the Regulations), or (v) such transfer Transfer is effectuated through an "“established securities market" ” or a "“secondary market" market (or the substantial equivalent thereof) )” within the meaning of Section 7704 of the Code.
(f) No transfer Transfer by a Limited Partner of any Partnership Units Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender will may be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner Partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c(c) and 9.02(d(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its his Limited Partnership Interest, or any of such Limited Partner's economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFERTransfer"), ) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Each Limited Partner acknowledges that the General Partner has agreed not to grant its any such consent with respect to any Transfer by the Original Limited Partner prior to the Transfer Restriction Date; provided, that the Original Limited Partner shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges that the General Partner has also agreed not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) of a permitted Transfer (i.e., a Transfer consented to as ---- contemplated by paragraph clause (a) above or paragraph clause (c) below or a Transfer made pursuant to Section 9.05 below) of all of its his Partnership Units pursuant to this Article IX or pursuant to an exchange of all of its his Partnership Units pursuant to Section 8.05 above; or (iii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above8.05. Upon the permitted Transfer or redemption of all of a Limited Partner's Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e(e) and 9.02(f)(f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its his Partnership Units to (i) a parent or parent's spouse, natural or adopted descendant or descendants, a spouse of any such descendant, a or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for of which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iiiii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities ActAct of 1933, as amended, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner Company to continue to qualify as a REIT or subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an "established securities market" or a "secondary market" market (or the substantial equivalent thereof) )" within the meaning of Section 7704 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, provided that as a condition to such consent the lender -------- ---- will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Prentiss Properties Trust/Md)
Restrictions on Transfer of Limited Partnership Interests. (a) Subject to the provisions of Sections 9.02(b), 9.02(c) and 9.02(d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner's ’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a "TRANSFER"“Transfer”), without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The Original Limited Partner acknowledges Partners acknowledge that the General Partner has agreed may or may not to grant its consent with respect to any Transfer by the Original Limited Partner Partners prior to the Transfer Restriction Date; provided, that the Original Limited Partner Partners shall not be prohibited from a Transfer of its Partnership Interest pursuant to the exercise of its right to exchange its Partnership Interest for REIT Shares pursuant to Section 8.05 above, in which case the Original Limited Partner acknowledges Partners acknowledge that the General Partner has also agreed may or may not to grant its consent with respect to any Transfer of said REIT Shares prior to the Transfer Restriction Date. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith.
(b) No Limited Partner may withdraw from the Partnership other than as a result of: (i) a permitted Transfer (i.e., a Transfer consented to as contemplated by paragraph (a) above or paragraph (c) below or a Transfer made pursuant to Section 9.05 below) of all of its Partnership Units pursuant to this Article IX pursuant to an exchange of all of its Partnership Units pursuant to Section 8.05 above; or (iiiii) a Transfer made pursuant to the sale of all its Partnership Units pursuant to Section 8.06 above. Upon the permitted Transfer or redemption of all of a Limited Partner's ’s Partnership Units, such Limited Partner shall cease to be a Limited Partner.
(c) Subject to Sections 9.02(d), 9.02(e) and 9.02(f), a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent's ’s spouse, natural or adopted descendants, a spouse of any such descendant, a brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such person(s), for which trust such Limited Partner or any such person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners.
(d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would require the registration of the Limited Partnership Interest under the Securities Act, or would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards).
(e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) if in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's ’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) if in the opinion of legal counsel for the PartnershipCompany, it would could adversely affect the ability of the General Partner Company to continue to qualify as a REIT or except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, subject the General Partner Company to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if such transfer is (1) could be treated as effectuated through an "“established securities market" ” or a "“secondary market" ” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code, (2) could cause the Partnership to become a “publicly traded partnership,” as such term is defined in Sections 469(k)(2) or 7704(b) of the Code, (iv) except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion, if in the opinion of legal counsel to the Partnership such Transfer could cause a termination of the Partnership for U.S. federal or state income tax purposes (except as a result of the redemption or exchange for REIT Shares of all Common Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.01), or (v) if such transfer is made to a lender to the Partnership or any Person who is related (within the meaning of Section 1.752-4(b) of the Regulations) to any lender to the Partnership whose loan constitutes a nonrecourse liability, except with the consent of the General Partner, which may be given or withheld in its sole and absolute discretion; and provided, that, as a condition to granting such consent the lender may be required to enter into an arrangement with the Partnership and the General Partner to redeem or exchange for the REIT Shares Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion; provided, that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner Company to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.
(g) Any Transfer in contravention of any of the provisions of this Article IX shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.
(h) Prior to the consummation of any Transfer under this Article IX, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.
Appears in 1 contract
Samples: Limited Partnership Agreement (Behringer Harvard Reit I Inc)
