Sale or Transfer of Interests. (a) No Partner shall be entitled to directly or indirectly transfer, assign, convey, sell, encumber or in any way alienate all or any part of its Interest without first obtaining Partner Consent; provided, however, Transfers to an Affiliate of a Partner shall be permitted and shall not require Partner Consent. In no event shall a Transfer be permitted (except as provided under Article 8) which causes the Partnership to be responsible for state and local real estate transfer taxes on its Property (unless the transferor agrees to pay and pays any such taxes) or which causes a termination of the Partnership for tax purposes prior to the tenth (10th) anniversary from the Restatement Date. Neither Holding Company nor TDPCS, TCS SPE 1 or Gen-Par shall Transfer its Partnership Interest to any third party prior to the expiration of the Call Right Exercise Period (as defined below) unless (i) the Partnership Interest is transferred pursuant to the provisions of Article 8, (ii) the Partnership Interest is transferred to an Affiliate or Affiliates of Holding Company, TDPCS, TCS SPE 1 or Gen-Par and such transferee(s) agrees to be bound by the terms of the Call Right, or (iii) BDN has consented to such Transfer and the transferee is bound by the terms of the Call Right. To the fullest extent permitted by law, transfers in violation of this Section 7.1 shall be null and void ab inito. Notwithstanding anything contained herein to the contrary, no Partner may transfer any interest in the Partnership except as expressly permitted under the Loan Agreement for the then effective Mortgage Loan.
Sale or Transfer of Interests. 1. Sale of Contract Interests Unless specifically authorized in writing by Reclamation, the Concession Contractor shall not transfer, assign, sell, or otherwise convey or pledge any interests in this Concession Contract. Reclamation shall not be obliged to recognize the right of any person or entity to an interest in this Concession Contract of any nature, including but not limited to operating rights, unless Reclamation has previously approved the interests of that person or entity in writing. The Concession Contractor must complete and submit all sale and transfer information, including any forms provided and required by Reclamation before approval of a sale or transfer of all or any interest of a concession operation. A proposed transfer is subject to the same evaluation process that is performed for a new concession contract. The Reclamation-designated official may choose not to approve a proposed sale or transfer or may choose to place conditions on the approval. The terms and conditions are subject to change by Reclamation before approval of a sale or transfer. The length of the term may be reduced but not extended.
Sale or Transfer of Interests
