Common use of Transfer by General Partner Clause in Contracts

Transfer by General Partner. (a) The General Partner shall not sell, assign or otherwise dispose of all or any part of its Interest in the Partnership (including any beneficial interest therein) without the prior written consent of a Majority In Interest of Limited Partners (other than Limited Partners who are also Affiliates of the General Partner), and any attempt to do so shall be null and void; provided, however, that the consent of the Limited Partners shall not be withheld in the case of a transfer to an Affiliate of the General Partner so long as such Affiliate, if an individual, is a citizen and resident of the United States and, if a corporation, partnership, trust or other entity, is formed and organized under the laws of and has its principal place of business in one or more jurisdictions in the United States and a majority of the voting control of such Affiliate is owned, of record or beneficially, by United States persons. No person to whom the General Partner sells, assigns or otherwise disposes of all or any part of its Interest (including any pledgee or assignee of rights to receive Distributions) may be admitted as the General Partner without the prior written consent of a Majority In Interest of Limited Partners (other than Limited Partners who are also Affiliates of the General Partner); provided, however, that the consent of Limited Partners shall not be withheld in the case of a transfer to an Affiliate of the General Partner so long as such Affiliate, if an individual, is a citizen and resident of the United States and, if a corporation, partnership, trust or other entity, is formed and organized under the laws of and has its principal place of business in one or more jurisdictions in the United States and a majority of the voting control of such Affiliate is owned, of record or beneficially, by United States persons. (b) Notwithstanding the restrictions in section 7.1(a), the General Partner may sell, assign or otherwise dispose of all or any part of its Interest in the Partnership (including any beneficial interest therein) without the prior written consent of a Majority In Interest of Limited Partners, if such sale, assignment or other disposition results by operation of law or is required to effect compliance by the General Partner with the provisions of any law.

Transfer by General Partner. (a) The General Partner shall not sell, assign or otherwise dispose of all or any part of its Interest in the Partnership (including any beneficial interest therein) without the prior written consent of a Majority In Interest of Limited Partners (other than Limited Partners who are also Affiliates of the General Partner), and any attempt to do so shall be null and void; provided, however, that the consent of the Limited Partners shall not be withheld in the case of a transfer to an Affiliate of the General Partner so long as such Affiliate, if an individual, is a citizen and resident of the United States and, if a corporation, partnership, trust or other entity, is formed and organized under the laws of and has its principal place of business in one or more jurisdictions in the United States and a majority of the voting control of such Affiliate is owned, of record or beneficially, by United States persons. No person to whom the General Partner sells, assigns or otherwise disposes of all or any part of its Interest (including any pledgee or assignee of rights to receive Distributions) may be admitted as the General Partner without the prior written consent of a Majority In Interest of Limited Partners (other than Limited Partners who are also Affiliates of the General Partner); provided, however, that the consent of Limited Partners shall not be withheld in the case of a transfer to an Affiliate of the General Partner so long as such Affiliate, if an individual, is a citizen and resident of the United States and, if a corporation, partnership, trust or other entity, is formed and organized under the laws of and has its principal place of business in one or more jurisdictions in the United States and a majority of the voting control of such Affiliate is owned, of record or beneficially, by United States persons. (b) Notwithstanding the restrictions in section Section 7.1(a), the General Partner may sell, assign or otherwise dispose of all or any part of its Interest in the Partnership (including any beneficial interest therein) without the prior written consent of a Majority In Interest of Limited Partners, if such sale, assignment or other disposition results by operation of law or is required to effect compliance by the General Partner with the provisions of any law.

Transfer by General Partner. (a) The General Partner shall not sell, assign or otherwise dispose of all or any part of its Interest in the Partnership (including any beneficial interest therein) without the prior written consent of a Majority In Interest of Limited Partners (other than Limited Partners who are also Affiliates of the General Partner), and any attempt to do so shall be null and void; provided, however, that the consent of the Limited Partners shall not be withheld in the case of a transfer to an Affiliate of the General Partner so long as such Affiliate, if an individual, is a citizen and resident of the United States and, if a corporation, partnership, trust or other entity, is formed and organized under the laws of and has its principal place of business in one or more jurisdictions in the United States and a majority of the voting control of such Affiliate is owned, of record or beneficially, by United States persons. No person to whom the General Partner sells, assigns or otherwise disposes of all or any part of its Interest (including any pledgee or assignee of rights to receive Distributions) may be admitted as the General Partner without the prior written consent of a Majority In Interest of Limited Partners (other than Limited Partners who are also Affiliates of the General Partner); provided, however, that the consent of Limited Partners shall not be withheld in the case of a transfer to an Affiliate of the General Partner so -10- long as such Affiliate, if an individual, is a citizen and resident of the United States and, if a corporation, partnership, trust or other entity, is formed and organized under the laws of and has its principal place of business in one or more jurisdictions in the United States and a majority of the voting control of such Affiliate is owned, of record or beneficially, by United States persons. (b) Notwithstanding the restrictions in section 7.1(a), the General Partner may sell, assign or otherwise dispose of all or any part of its Interest in the Partnership (including any beneficial interest therein) without the prior written consent of a Majority In Interest of Limited Partners, if such sale, assignment or other disposition results by operation of law or is required to effect compliance by the General Partner with the provisions of any law.