Common use of Transfer of General Partner Unit Clause in Contracts

Transfer of General Partner Unit. 10.6.1. The General Partner may transfer its General Partner Unit to a single transferee (including upon its merger, consolidation or other combination into any other Person or the transfer by it of all or substantially all of its assets to another Person) if, but only if, (i) the transferee is an Affiliate of the general partner of BRELP (or the transfer is being made concurrently with a transfer of the general partnership units of BRELP to an Affiliate of the transferee), (ii) the transferee agrees to assume and be bound by the provisions of this Agreement and (iii) the Partnership receives an Opinion of Counsel (delivered by counsel acceptable to the Independent Committee) that such transfer (or merger, consolidation or combination) would not result in the loss of limited liability of any Limited Partner or of any limited partner of BRELP or cause the Partnership or BRELP to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for tax purposes; provided, however, that no such opinion shall be required in connection with an election described in Section 9.6 made by the General Partner or in connection with a transfer following such an election.