Common use of Transfer of Depositary Units Clause in Contracts

Transfer of Depositary Units. (A) Except as provided in Section 12.3, the Partnership shall not recognize transfers of Class A Units or interests therein except by transfers of Depositary Receipts representing Depositary Units. Depositary Units may be transferred only in the manner provided in this Agreement and the Depositary Agreement. No transfer of Depositary Receipts evidencing Depositary Units will be recorded or otherwise recognized by the Partnership unless and until the transferee has delivered a properly executed Transfer Application to the Depositary. (B) A transferee who has completed and delivered a Transfer Application shall be deemed (i) to have agreed to be bound by the terms and conditions of the Depositary Agreement and the Depositary Receipt, (ii) to have requested admission as a Substituted Limited Partner, (iii) to have agreed to comply with and be bound by this Agreement and to execute any document that the Managing General Partner may reasonably require to be executed in connection with the transfer and admission as a Substituted Limited Partner pursuant to Article 13 and as a party to this Agreement, (iv) to have represented and warranted that such transferee has authority to enter into the Depositary Agreement and this Agreement, (v) to have appointed the Managing General Partner attorney-in-fact to execute any document that the Managing General Partner may deem necessary or appropriate to be executed in connection with the transfer and his admission as a Substituted Limited Partner, (vi) to have given the power of attorney set forth in Article 16 and (vii) to have given the consents and waivers contained herein. Until admitted as a Substituted Limited Partner pursuant to Article 13, the Record Holder of a Depositary Receipt shall be an Assignee in respect of such Depositary Units. Except as specifically provided in this Agreement, an Assignee shall not be treated as or have the rights of a Partner with the rights granted to an Assignee pursuant to this Agreement. (C) Each distribution in respect of Class A Units shall be paid by the Partnership, directly or through the Depositary or through any other Person or agent, only to the Record Holders thereof as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (D) Notwithstanding anything to the contrary herein, the Underwriters purchasing Class A Units pursuant to the Underwriting Agreement shall not be required to execute a Transfer Application in order to effect the transfer of the Depositary Receipts evidencing the Class A Units to such Underwriters or to constitute such Underwriters as Substituted Limited Partners or Additional Limited Partners with respect to the Class A Units evidenced thereby. Each such Underwriter, by acquiring such Depositary Receipts in connection with the Initial Offering, shall be deemed to have agreed to comply with and be bound by the terms and conditions of this Agreement, the Depositary Agreement, and the Depositary Receipt and to have taken the other actions specified in the Transfer Application and Sections 12.4(A) and 12.4(C) as if such Underwriter had executed the Transfer Application.

Transfer of Depositary Units. (A) Except for the assignment of Units by the Original Limited Partner described in Section 7.1 and as provided in Section 12.314.2, the Partnership shall not recognize transfers of Class A Limited Partners' Units or interests therein except by transfers a transfer of Depositary Receipts representing Depositary Units. Depositary Units may be transferred only in on the manner provided in this Agreement and books of the Depositary Agreementonly by assignment, satisfactory in form and substance to the Depositary ("Assignment"), of the Depositary Receipt or Receipts evidencing such Depositary Units and by the transferee's completing and delivering a Request and Power. No transfer of Depositary Receipts evidencing such Depositary Units will be recorded or otherwise recognized by the Partnership Partnership, and no new Depositary Receipt will be issued to the proposed transferee unless and until the transferee has signed and delivered a properly executed Transfer Application Request and Power. Until admitted as a substituted Limited Partner in respect of such Depositary Units pursuant to Article 15, the Depositarytransferee shall be an Assignee in respect of the Units represented by such Depositary Units. (B) Each distribution of cash or other Partnership Property or securities of the Partnership in respect of Units evidenced by Depositary Receipts (or Certificates withdrawn from the Depositary) shall be paid by the Partnership, directly or through the Depositary or through any other Person or agent, only to the holders of record of such Depositary Receipts or Certificates for Units not deposited with the Depositary as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership's liability in respect of such payment, regardless of any claims of any Person who may have an interest in such payment by reason of an assignment or otherwise. (C) A transferee who has completed and delivered a Transfer Application Request and Power shall be deemed (i) to have agreed to be bound by the terms and conditions of the Depositary Agreement and the Depositary Receipt, (ii) to have requested admission as a Substituted Limited Partner, (iii1) to have agreed to comply with and be bound by this Agreement and to execute any document that the Managing General Partner may reasonably require to be executed in connection with the transfer Assignment and admission as a Substituted Limited Partner pursuant to Article 13 15 and as a party to this Agreement, (iv) to have represented and warranted that such transferee has authority to enter into the Depositary Agreement and this Agreement, (v2) to have appointed the Managing General Partner attorney-in-fact on the terms and conditions set forth in Article 18. (D) Upon receipt of notice from the Depositary of delivery to execute any document that it of an Assignment and Request and Power with respect to a transfer by a Limited Partner or Assignee of a Depositary Unit or Units in accordance with this Section 14.3 and the Depositary Agreement, the Managing General Partner may deem necessary shall take all appropriate steps to reflect the termination of the transferor's interest in the Partnership as a Limited Partner or appropriate to be executed in connection with Assignee, and, if applicable, the transfer and his admission of the transferee as a Substituted Limited Partner, (vi) to have given the power of attorney set forth in Article 16 and (vii) to have given the consents and waivers contained herein. Until admitted as a Substituted Limited Partner pursuant to Article 13, the Record Holder of a Depositary Receipt shall be an Assignee in respect of such Depositary Units. Except as specifically provided in this Agreement, an Assignee shall not be treated as or have the rights of a Partner with the rights granted to an Assignee pursuant to this Agreement. (C) Each distribution in respect of Class A Units shall be paid by the Partnership, directly or through the Depositary or through any other Person or agent, only to the Record Holders thereof as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (D) Notwithstanding anything to the contrary herein, the Underwriters purchasing Class A Units pursuant to the Underwriting Agreement shall not be required to execute a Transfer Application in order to effect the transfer of the Depositary Receipts evidencing the Class A Units to such Underwriters or to constitute such Underwriters as Substituted Limited Partners or Additional Limited Partners with respect to the Class A Units evidenced thereby. Each such Underwriter, by acquiring such Depositary Receipts in connection with the Initial Offering, shall be deemed to have agreed to comply with and be bound represented by the terms and conditions of this Agreement, the transferred Depositary Agreement, and the Depositary Receipt and to have taken the other actions specified in the Transfer Application and Sections 12.4(A) and 12.4(C) as if such Underwriter had executed the Transfer ApplicationUnits.

Transfer of Depositary Units. (A) Except for the assignment of Units by the Original Limited Partner described in Section 7.1 and as provided in Section 12.314.2, the Partnership shall not recognize transfers of Class A Limited Partners’ Units or interests therein except by transfers a transfer of Depositary Receipts representing Depositary Units. Depositary Units may be transferred only in on the manner provided in this Agreement and books of the Depositary Agreementonly by assignment, satisfactory in form and substance to the Depositary (“Assignment”), of the Depositary Receipt or Receipts evidencing such Depositary Units and by the transferee’s completing and delivering a Request and Power. No transfer of Depositary Receipts evidencing such Depositary Units will be recorded or otherwise recognized by the Partnership Partnership, and no new Depositary Receipt will be issued to the proposed transferee unless and until the transferee has delivered a properly executed Transfer Application to the Depositary. (B) A transferee who has completed signed and delivered a Transfer Application shall be deemed (i) to have agreed to be bound by the terms Request and conditions of the Depositary Agreement and the Depositary Receipt, (ii) to have requested admission as a Substituted Limited Partner, (iii) to have agreed to comply with and be bound by this Agreement and to execute any document that the Managing General Partner may reasonably require to be executed in connection with the transfer and admission as a Substituted Limited Partner pursuant to Article 13 and as a party to this Agreement, (iv) to have represented and warranted that such transferee has authority to enter into the Depositary Agreement and this Agreement, (v) to have appointed the Managing General Partner attorney-in-fact to execute any document that the Managing General Partner may deem necessary or appropriate to be executed in connection with the transfer and his admission as a Substituted Limited Partner, (vi) to have given the power of attorney set forth in Article 16 and (vii) to have given the consents and waivers contained hereinPower. Until admitted as a Substituted substituted Limited Partner in respect of such Depositary Units pursuant to Article 1315, the Record Holder of a Depositary Receipt transferee shall be an Assignee in respect of the Units represented by such Depositary Units. Except as specifically provided in this Agreement, an Assignee shall not be treated as or have the rights of a Partner with the rights granted to an Assignee pursuant to this Agreement. (CB) Each distribution of cash or other Partnership Property or securities of the Partnership in respect of Class A Units evidenced by Depositary Receipts (or Certificates withdrawn from the Depositary) shall be paid by the Partnership, directly or through the Depositary or through any other Person or agent, only to the Record Holders thereof holders of record of such Depositary Receipts or Certificates for Units not deposited with the Depositary as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim claims of any Person who may have an interest in such payment by reason of an assignment or otherwise. (DC) Notwithstanding anything to the contrary herein, the Underwriters purchasing Class A Units pursuant to the Underwriting Agreement shall not be required to execute transferee who has completed and delivered a Transfer Application in order to effect the transfer of the Depositary Receipts evidencing the Class A Units to such Underwriters or to constitute such Underwriters as Substituted Limited Partners or Additional Limited Partners with respect to the Class A Units evidenced thereby. Each such Underwriter, by acquiring such Depositary Receipts in connection with the Initial Offering, Request and Power shall be deemed (1) to have agreed to comply with and be bound by this Agreement and to execute any document that the Managing General Partner may reasonably require to be executed in connection with the Assignment and admission as a Substituted Limited Partner pursuant to Article 15 and (2) to have appointed the Managing General Partner attorney-in-fact on the terms and conditions set forth in Article 18. (D) Upon receipt of notice from the Depositary of delivery to it of an Assignment and Request and Power with respect to a transfer by a Limited Partner or Assignee of a Depositary Unit or Units in accordance with this Agreement, Section 14.3 and the Depositary Agreement, and the Depositary Receipt and Managing General Partner shall take all appropriate steps to have taken reflect the other actions specified termination of the transferor’s interest in the Transfer Application and Sections 12.4(A) and 12.4(C) Partnership as a Limited Partner or Assignee, and, if such Underwriter had executed applicable, the Transfer Applicationadmission of the transferee as a Substituted Limited Partner, with respect to the Units represented by the transferred Depositary Units.

Transfer of Depositary Units. (Aa) Except as specifically provided in Section 12.310.03, the Partnership shall not recognize transfers any transfer of Class A Units or interests therein herein except by transfers of Depositary Receipts representing Depositary Units. Depositary Units may be transferred only in the manner provided in this Agreement and the Depositary Agreement. No transfer of Depositary Receipts evidencing Depositary Units will be recorded or otherwise recognized by the Partnership unless and until the transferee has delivered a properly executed Transfer Application subject to the Depositary. (B) A transferee who has completed and delivered a Transfer Application shall be deemed (i) to have agreed to be bound by the terms and conditions of the Depositary Agreement and the Depositary Receipt, (ii) to have requested admission as a Substituted Limited Partner, (iii) to have agreed to comply with and be bound by this Agreement and to execute any document that the Managing General Partner may reasonably require to be executed in connection with the transfer and admission as a Substituted Limited Partner pursuant to Article 13 and as a party to this Agreement, (iv) to have represented and warranted that such transferee has authority to enter into the Depositary Agreement and this Agreement, (v) to have appointed the Managing General Partner attorney-in-fact to execute any document that the Managing General Partner may deem necessary or appropriate to be executed in connection with the transfer and his admission as a Substituted Limited Partner, (vi) to have given the power of attorney set forth in Article 16 and (vii) to have given the consents and waivers contained herein. Until admitted as a Substituted Limited Partner pursuant to Article 13, the Record Holder of a Depositary Receipt shall be an Assignee in respect of such Depositary Units. Except as specifically provided in this Agreement, an Assignee shall not be treated as or have the rights of a Partner with the rights granted to an Assignee pursuant to this Agreement. (Cb) The Partnership shall not recognize any transfer of Depositary Units evidenced by Certificates until the Certificates evidencing such Depositary Units, or other evidence of the issuance of uncertificated Units, are surrendered for registration of transfer. Upon surrender of a Certificate for registration of transfer of any Depositary Unit evidenced by a Certificate, and subject to the provisions hereof, the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Depositary Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates, or shall deliver other evidence of the issuance of uncertificated Units, evidencing the same aggregate number and type of Depositary Units as was evidenced by the Certificate so surrendered. (c) Each distribution in respect of Class A Units a Depositary Unit (or a Unit withdrawn from the Deposit Account) shall be paid by the Partnership, directly or through the Depositary or through any other Person person or agent, only to the Record Holders thereof Holder of such Depositary Unit (or such Unit withdrawn from the Deposit Account) as of the Record Date or Record Dates set for the such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in or with respect to such payment by reason of an any assignment or otherwise. (Dd) Notwithstanding anything to the contrary herein, the Underwriters purchasing Class A Units pursuant to the Underwriting Agreement Partnership shall not be required to execute recognize for any purpose any purported transfer by a Transfer Application in order to effect Record Holder of all or any part of a Depositary Unit held by such Record Holder until the Partnership shall have received (A) the written advice by the Depositary of the transfer of the Depositary Receipts evidencing such Depositary Units or (B) in the Class A case of Depositary Units to held by the same nominee for the transferor and the transferee, the receipt of written notification in accordance with Section 16.02 hereof from the nominee holder of the date of the transfer of such Underwriters Depositary Units. (e) Any holder of a Unit or to constitute such Underwriters as Substituted Limited Partners or Additional Limited Partners with respect to the Class A Units evidenced thereby. Each such Underwritera Depositary Receipt conclusively shall be deemed, by acquiring acceptance of such Unit or Depositary Receipts in connection with the Initial OfferingReceipt, shall be deemed to have agreed to comply with and be bound by the all terms and conditions of this Agreement. A request by any broker, dealer, bank, trust company, clearing corporation or nominee holder to register transfer of a Depositary Unit, however signed (including by any xxxxx, xxxx or symbol executed or adopted with intent to authenticate the Depositary AgreementReceipt), shall be deemed to be an acceptance by and on behalf of the beneficial owner of such Depositary Receipt and to have taken the other actions specified in the Transfer Application and Sections 12.4(A) and 12.4(C) as if such Underwriter had executed the Transfer Application.Unit. 38 ARTICLE XI

Transfer of Depositary Units. (A) Except as provided in Section 12.313.3, the Partnership shall not recognize transfers any transfer of Class A Units or interests therein except by transfers a transfer of Depositary Receipts representing Depositary Units. Depositary Units may be transferred only in the manner provided in this Agreement and in the Depositary Agreement. No transfer of Depositary Receipts evidencing Depositary Units will be recorded or otherwise recognized by the Partnership unless and until the transferee has delivered a properly executed Transfer Application to the Depositary. (B) A transferee who has completed and delivered a Transfer Application shall be deemed (i) to have agreed to be bound by the terms and conditions of the Depositary Agreement and the Depositary Receipt, (ii) to have requested admission as a Substituted Limited PartnerPartner with respect to the Units transferred, (iii) to have agreed to comply with and be bound by this Agreement Agreement, whether or not such transferree is admitted as a Substituted Limited Partner and to execute any document that the Managing General Partner may reasonably require to be executed in connection with the transfer and or with the admission of such transferee as a Substituted Limited Partner pursuant to Article 13 and as a party 14 with respect to this Agreement, the Depositary Units transferred; (iv) to have represented and warranted that such transferee is a United States Citizen or Resident Alien and has authority to enter into the Depositary Agreement and this Agreement, (v) to have appointed the Managing General Partner his attorney-in-fact to execute any document that the Managing General Partner may deem necessary or appropriate to be executed in connection with the transfer and and/or his admission as a Substituted Limited PartnerPartner with respect to the Depositary Units transferred, (vi) to have given the power of attorney set forth in Article 16 17, and (vii) to have given the consents and waivers contained hereinin this Agreement. Until Unless and until admitted as a Substituted Limited Partner pursuant to Article 1314 with respect to Depositary Units transferred pursuant to this Section 13.4, the Record Holder Unitholder of a Depositary Receipt transferred pursuant to this Section 13.4 shall be an Assignee in respect of such Depositary Units, whether or not such Record Unitholder is a Limited Partner with respect to other Depositary Units. Except as specifically provided in this Agreement, an Assignee shall not be treated as or have the rights of a Limited Partner. The General Partner with shall vote and exercise other powers attributable to Depositary Units or undeposited Units of Assignees who have not become Substituted Limited Partners, to the rights granted to an Assignee pursuant to this Agreementextent known by the General Partner. (C) Each distribution in respect of Class A Units a Depositary Unit (or a Unit withdrawn from the depositary account established with the Depositary) shall be paid by the Partnership, directly or through the Depositary or through any other Person or agent, only to the Record Holders Unitholders thereof as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s 's liability in respect of such payment, regardless of any claim of any Person who may have an interest in or with respect to such payment by reason of an assignment or otherwise. (D) Notwithstanding anything to the contrary herein, the Partnership shall not be required to recognize for any purpose any purported transfer by a Limited Partner or Assignee of all or any part of a Depositary Unit held by such Limited Partner or Assignee until such transfer has been effected on the books of the Transfer Agent. (E) Any holder of a Unit or a Depositary Receipt (including a transferee thereof) conclusively shall be deemed to have agreed to comply with and be bound by all terms and conditions of this Agreement, with the same effect as if such holder had executed a Transfer Application, whether or not such holder in fact has executed such a Transfer Application. A request by any broker, dealer, bank, trust company, clearing corporation, or nominee holder, to register transfer of a Depositary Receipt, however signed (including by any xxxxx, xxxx, or symbol executed or adopted with intent to authenticate the Depositary Receipt), shall be deemed to have executed a Transfer Application by and on behalf of the beneficial owner of such Depositary Receipt. (F) Notwithstanding anything to the contrary herein (but subject to the requirement that a purchaser be a United States Citizen or Resident Alien), a purchaser of a Depositary Receipt from the Underwriters purchasing Class A Units in connection with or pursuant to the Underwriting Agreement Initial Offering shall not be required to execute a Transfer Application in order to effect the transfer of the Depositary Receipts evidencing the Class A Units to such Underwriters or to constitute such Underwriters as Substituted Limited Partners or Additional Limited Partners with respect be delivered to the Class A Units evidenced therebyPartnership within 30 days of purchase. Each such Underwriterpurchaser, by acquiring such Depositary Receipts Receipt in connection with or pursuant to the Initial Offering, shall be deemed to have agreed to comply with and to be bound by the all terms and conditions of this Agreement, the Depositary Agreement, and the Depositary Receipt and to have taken the other actions specified in the Transfer Application and Sections 12.4(A) and 12.4(C) this Agreement as if such Underwriter purchaser had executed the Transfer ApplicationLimited Partners all purchasers of Depositary Receipts (who are United States Citizens or Resident Aliens) from the Underwriters in connection with or pursuant to the Initial Offering, and such admission shall be deemed to have been made on the initial Closing Date. For purposes of this paragraph (F), if fewer than all underwritten Units have been sold by the Underwriters as of the initial Closing Date, only Persons who purchase Units from the Underwriters on or prior to the last day of the calendar month in which the Closing Date occurs shall be treated as having purchased their Units in connection with or pursuant to the Initial Offering.

Transfer of Depositary Units. (Aa) Except as specifically provided in Section 12.310.03, the Partnership shall not recognize transfers any transfer of Class A Units or interests therein herein except by transfers of Depositary Receipts representing Depositary Units. Depositary Units may be transferred only in the manner provided in this Agreement and the Depositary Agreement. No transfer of Depositary Receipts evidencing Depositary Units will be recorded or otherwise recognized by the Partnership unless and until the transferee has delivered a properly executed Transfer Application subject to the Depositary. (B) A transferee who has completed and delivered a Transfer Application shall be deemed (i) to have agreed to be bound by the terms and conditions of the Depositary Agreement and the Depositary Receipt, (ii) to have requested admission as a Substituted Limited Partner, (iii) to have agreed to comply with and be bound by this Agreement and to execute any document that the Managing General Partner may reasonably require to be executed in connection with the transfer and admission as a Substituted Limited Partner pursuant to Article 13 and as a party to this Agreement, (iv) to have represented and warranted that such transferee has authority to enter into the Depositary Agreement and this Agreement, (v) to have appointed the Managing General Partner attorney-in-fact to execute any document that the Managing General Partner may deem necessary or appropriate to be executed in connection with the transfer and his admission as a Substituted Limited Partner, (vi) to have given the power of attorney set forth in Article 16 and (vii) to have given the consents and waivers contained herein. Until admitted as a Substituted Limited Partner pursuant to Article 13, the Record Holder of a Depositary Receipt shall be an Assignee in respect of such Depositary Units. Except as specifically provided in this Agreement, an Assignee shall not be treated as or have the rights of a Partner with the rights granted to an Assignee pursuant to this Agreement. (Cb) The Partnership shall not recognize any transfer of Depositary Units evidenced by Certificates until the Certificates evidencing such Depositary Units, or other evidence of the issuance of uncertificated Units, are surrendered for registration of transfer. Upon surrender of a Certificate for registration of transfer of any Depositary Unit evidenced by a Certificate, and subject to the provisions hereof, the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Depositary Units, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates, or shall deliver other evidence of the issuance of uncertificated Units, evidencing the same aggregate number and type of Depositary Units as was evidenced by the Certificate so surrendered. (c) Each distribution in respect of Class A Units a Depositary Unit (or a Unit withdrawn from the Deposit Account) shall be paid by the Partnership, directly or through the Depositary or through any other Person person or agent, only to the Record Holders thereof Holder of such Depositary Unit (or such Unit withdrawn from the Deposit Account) as of the Record Date or Record Dates set for the such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in or with respect to such payment by reason of an any assignment or otherwise. (Dd) Notwithstanding anything to the contrary herein, the Underwriters purchasing Class A Units pursuant to the Underwriting Agreement Partnership shall not be required to execute recognize for any purpose any purported transfer by a Transfer Application in order to effect Record Holder of all or any part of a Depositary Unit held by such Record Holder until the Partnership shall have received (A) the written advice by the Depositary of the transfer of the Depositary Receipts evidencing such Depositary Units or (B) in the Class A case of Depositary Units to held by the same nominee for the transferor and the transferee, the receipt of written notification in accordance with Section 16.02 hereof from the nominee holder of the date of the transfer of such Underwriters Depositary Units. (e) Any holder of a Unit or to constitute such Underwriters as Substituted Limited Partners or Additional Limited Partners with respect to the Class A Units evidenced thereby. Each such Underwritera Depositary Receipt conclusively shall be deemed, by acquiring acceptance of such Unit or Depositary Receipts in connection with the Initial OfferingReceipt, shall be deemed to have agreed to comply with and be bound by the all terms and conditions of this Agreement. A request by any broker, dealer, bank, trust company, clearing corporation or nominee holder to register transfer of a Depositary Unit, however signed (including by any xxxxx, xxxx or symbol executed or adopted with intent to authenticate the Depositary AgreementReceipt), shall be deemed to be an acceptance by and on behalf of the beneficial owner of such Depositary Receipt and to have taken the other actions specified in the Transfer Application and Sections 12.4(A) and 12.4(C) as if such Underwriter had executed the Transfer ApplicationUnit.