Common use of Transfer by Limited Partners Clause in Contracts

Transfer by Limited Partners. (a) Subject to Section 9.4 hereof, no Limited Partner may at any time sell, transfer, or assign all or any portion of its Interest in the Partnership, unless: 1. such Limited Partner and the purchaser, transferee or assignee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as may be reasonably requested by the General Partner to assure the payment of any unpaid amounts due from the Limited Partner hereunder; 2. such Limited Partner obtains the prior written Consent of the General Partner, the granting of which shall be within the sole discretion of the General Partner and will not be given unless (i) the General Partner determines, in its sole discretion, that the Partnership (A) would be able to satisfy any of the secondary market safe harbors contained in Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the Internal Revenue Service) for the Partnership’s taxable year in which such transfer otherwise would be effective and (B) would not be treated as an association taxable as a corporation as a result of such transfer or assignment, or (ii) the Partnership has received an opinion of counsel satisfactory to the General Partner or a favorable Internal Revenue Service ruling that any such transfer will not result in the Partnership’s being classified as a publicly traded partnership for federal income tax purposes (the General Partner may waive the requirement of the legal opinion in its sole discretion); and 3. such Limited Partner pays the Partnership the actual costs reasonably incurred by it in effecting the transfer or assignment, which shall not be less than $150 per transaction. In connection with Section 9.3(a)(2), the Limited Partners agree to provide all information with respect to a proposed transfer that the General Partner deems necessary or desirable in order to make such determination, including but not limited to, information as to whether the transfer occurred on a secondary market (or the substantial equivalent thereof). (b) Notwithstanding anything contained in this Agreement to the contrary, no purchaser, transferee or assignee of an Interest in the Partnership shall have any right to become a Substitute Limited Partner unless the General Partner consents in writing to such substitution. Further, notwithstanding anything contained in this Agreement to the contrary, no sale, transfer, assignment or substitution by a Limited Partner shall be effective as against the Partnership (and any such purported sale, transfer, assignment or substitution shall be void ab initio) if it (i) would result in the Partnership being treated as an association taxable as a corporation (and any such purported sale, transfer, assignment or substitution shall be void ab initio) or would otherwise cause the Partnership to fail to satisfy any of the applicable safe harbors from publicly traded partnership status contained in Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the Internal Revenue Service which may be adopted by the Internal Revenue Service), (ii) would violate any applicable federal or state securities, real estate syndication or comparable laws or (iii) would cause the Units to fail to fall within the insignificant investment exclusion from the definition of plan assets contained in Section 2510.3-101(f) of Title 29 of the Code of Federal Regulations. (c) No sale, transfer, assignment or substitution by a Limited Partner, which has otherwise been consented to by the General Partner, shall be effective as against the Partnership until the purchaser, transferee, assignee or Substitute Limited Partner, and all the Partners perform all such acts which the General Partner deems necessary or appropriate to constitute such purchaser, transferee or assignee as a Substitute Limited Partner and to preserve the limited liability status of the Limited Partners in the Partnership after the completion of such sale, transfer, assignment or substitution under the laws of each jurisdiction in which the Partnership is doing business. The Limited Partners agree upon request of the General Partner to execute such certificates or other documents and perform such other acts as may be reasonably requested by the General Partner in this regard. (d) Any sale, transfer or assignment of an Interest in the Partnership or substitution of a Limited Partner made in compliance with this Section 9.3 shall be effective as of the day of the month in which the execution of such instruments, certificates, or other documents and the performance of such other acts by the Partner is completed as provided in subsections (a) and (c) of this Section 9.3, or in which any required written Consent thereto is given by the General Partner pursuant to subsections (a) and (b) of this Section 9.3, whichever is later. (e) The Net Profits and Net Losses attributable to an assigned Interest in the Partnership shall be allocated among the assignor and assignee of such Interest as of the effective date of the assignment thereof, in accordance with Section 7.6 hereof.

Transfer by Limited Partners. (aA) Subject to Section 9.4 hereof, no A Limited Partner may at any time sell, transfer, or assign all or any portion of Transfer its Interest in the Partnership, unlessin whole or in part, by an executed and acknowledged written instrument only if all of the following conditions are satisfied: 1. such Limited Partner (i) the transferor and the purchaser, proposed transferee or assignee execute, acknowledge and deliver to file a Notice of Transfer with the General Partner such instruments of transfer and assignment with respect to such transaction as may be which contains the information reasonably requested required by the General Partner to assure the payment of any unpaid amounts due from the Limited Partner hereunder; 2. such Limited Partner obtains the prior written Consent of the General Partner, including (a) the granting address and social security or taxpayer identification number of the proposed transferee, if applicable, or Form X-0XXX, X-0XXX or other relevant tax withholding form if the transferee is not a U.S. Person for U.S. federal income tax purposes, (b) the circumstances under which the proposed Transfer is to be made, including whether the proposed Transfer would constitute a disregarded transfer for purposes of Regulations § 1.7704-1(e) or corresponding rulings promulgated under the Code and that the proposed Transfer is not being made on an established securities market or a secondary market (or the substantial equivalent thereof) within the definition of a publicly traded partnership under Section 7704 of the Code and (c) the Interests to be Transferred and which Notice shall be within signed and certified by the sole discretion Limited Partner; (ii) any reasonable costs incurred by the Partnership in connection with the Transfer are paid by the transferor Limited Partner to the Partnership; (iii) the Interest being transferred represents a Remaining Capital Commitment of the General Partner and will not be given unless at least $1,000,000; and (iiv) the General Partner determinesConsents in writing to the Transfer, which Consent it may grant or withhold in its sole and absolute discretion; provided, that if the Partnership (A) would be able to satisfy any of the secondary market safe harbors contained in Regulations Section 1.7704-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the Internal Revenue Service) for the Partnership’s taxable year in which such transfer otherwise would be effective and (B) would not be treated as an association taxable as a corporation as a result of such transfer or assignment, or (ii) the Partnership has received General Partner receives an opinion of counsel satisfactory to the General Partner stating that the Transfer does not violate the Securities Act or a favorable Internal Revenue Service ruling applicable state securities laws, that any such transfer the Transfer will not result in cause the Partnership’s being classified Partnership to become an investment company under the Investment Company Act, and that such Transfer will not cause a termination of the Partnership under Section 708(b)(1) of the Code and notwithstanding such Transfer, the Partnership shall continue to be treated as a publicly traded partnership for federal income tax purposes under the Code (including Section 7704 of the Code), and, to the General Partner’s satisfaction, the proposed transferee has the financial capability to meet its obligations hereunder, such Consent shall not be unreasonably withheld. Notwithstanding the foregoing, the General Partner may waive shall not withhold Consent under Section 9.02(A)(iv) in the requirement event of a transfer from an existing trustee of an ERISA Partner to a successor trustee (a successor trustee to include, for purposes of this Section 9.02(A), a proper holder (which is not a trustee) of the legal opinion assets of a plan or governmental unit described in its sole discretionSections 401(a)(24) and 818(a)(6) of the Code, where the assets of the applicable plan are not held in trust); and 3. , if (i) such Limited Partner pays the Partnership the actual costs reasonably incurred by it transfer is merely in effecting the transfer or assignment, which shall not be less than $150 per transaction. In connection with Section 9.3(a)(2), the Limited Partners agree to provide all information replacement of the existing trustee with respect to all of the investments of the ERISA Partner held by such existing trustee, (ii) the ERISA Partner would have been qualified to be admitted as a proposed Limited Partner if the successor trustee were the trustee with respect to the ERISA Partner when the ERISA Partner became a Limited Partner, (iii) the ERISA Partner, acting through the successor trustee, would be qualified to be admitted as a Limited Partner at the time of transfer that and (iv) the General Partner deems necessary or desirable in order to make such determination, including but not limited to, information as to whether receives reasonable assurances that the transfer occurred on a secondary market (or the substantial equivalent thereof)is in accordance with applicable law. (bB) Notwithstanding anything contained Upon satisfaction of the conditions set forth in this Agreement to the contrarySection 9.02(A), no purchaser, transferee or assignee of an Interest in any such Transfer shall be recognized by the Partnership shall have any right to as being effective on the first day of the calendar month following either receipt by the Partnership of such Notice of the proposed Transfer or the satisfaction of said conditions, whichever occurs later. (C) If a permitted transferee of a Limited Partner does not become a Substitute Limited Partner unless pursuant to Section 9.03, the General Partner consents in writing to such substitution. Further, notwithstanding anything contained in this Agreement to the contrary, no sale, transfer, assignment or substitution by transferee shall become a Limited Partner mere assignee and shall be effective as against the Partnership (and not have any such purported sale, transfer, assignment or substitution shall be void ab initio) if it (i) would result in the Partnership being treated as an association taxable as a corporation (and any such purported sale, transfer, assignment or substitution shall be void ab initio) or would otherwise cause the Partnership to fail to satisfy any of the applicable safe harbors from publicly traded partnership status contained in Regulations Section 1.7704non-1 (or any other applicable safe harbor from publicly traded partnership status which may be adopted by the Internal Revenue Service which may be adopted by the Internal Revenue Service), (ii) would violate any applicable federal or state securities, real estate syndication or comparable laws or (iii) would cause the Units to fail to fall within the insignificant investment exclusion from the definition of plan assets contained in Section 2510.3-101(f) of Title 29 of the Code of Federal Regulations. (c) No sale, transfer, assignment or substitution by a Limited Partner, which has otherwise been consented to by the General Partner, shall be effective as against the Partnership until the purchaser, transferee, assignee or Substitute Limited Partner, and all the Partners perform all such acts which the General Partner deems necessary or appropriate to constitute such purchaser, transferee or assignee as a Substitute Limited Partner and to preserve the limited liability status of the Limited Partners in the Partnership after the completion of such sale, transfer, assignment or substitution under the laws of each jurisdiction in which the Partnership is doing business. The Limited Partners agree upon request of the General Partner to execute such certificates or other documents and perform such other acts as may be reasonably requested by the General Partner in this regard. (d) Any sale, transfer or assignment of an Interest in the Partnership or substitution economic rights of a Limited Partner made in compliance with this Section 9.3 shall be effective as of the day Partnership, including, without limitation, the right to require any information on account of the month in which Partnership’s business, inspect the execution of such instrumentsPartnership’s books or vote on the Partnership matters. (D) Notwithstanding anything contained above, certificates, or other documents and the performance of such other acts by the Partner is completed as provided in subsections (a) and (c) of this Section 9.3, or in which any required written Consent thereto is given by the General Partner shall not consent to any Transfer if such Transfer will cause an acceleration pursuant to subsections (a) and (b) of this or a default under any credit facility referred to in Section 9.3, whichever is later8.04. (e) The Net Profits and Net Losses attributable to an assigned Interest in the Partnership shall be allocated among the assignor and assignee of such Interest as of the effective date of the assignment thereof, in accordance with Section 7.6 hereof.