Common use of Transfer of General Partner’s Interest Clause in Contracts

Transfer of General Partner’s Interest. 10.2.1 Except as set forth in this Article 10.2.1, the General Partner may transfer all, but not less than all, of its interest as the general partner to a single transferee if, but only if, (i) at least a majority of the Limited Partners approve of such transfer and of the admission of such transferee as general partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and other applicable agreements, and (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. The foregoing notwithstanding, the General Partner is expressly permitted to pledge its interest as General Partner to secure the obligations of the Partnership under a Revolving Credit Facility, as the same may be amended, supplemented, replaced, refinanced or restated from time to time, or any successor or subsequent loan agreement. 10.2.2 Neither Article 10.2.1 nor any other provision of this Agreement shall be construed to prevent (and all Partners do hereby consent to) (i) the transfer by the General Partner of all of its interest as a general partner to an Affiliate or (ii) the transfer by the General Partner of all its interest as a general partner upon its merger or consolidation with or other combination into any other Person or the transfer by it of all or substantially all of its assets to another Person if, in the case of a transfer described in either clause (i) or (ii) of this sentence, the rights and duties of the General Partner with respect to the interest so transferred are assumed by the transferee and the transferee agrees to be bound by the provisions of this Agreement; provided, that in either such case, such transferee furnishes to the Partnership an Opinion of Counsel that such merger, consolidation, combination, transfer or assumption will not result in a loss of limited liability of any Limited Partner or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purpose. In the case of a transfer pursuant to this Article 10.2.2, the transferee or successor (as the case may be) shall be admitted to the Partnership as the General Partner immediately prior to the transfer of the interest, and the business of the Partnership shall continue without dissolution.

Transfer of General Partner’s Interest. 10.2.1 (a) Except as set forth provided in this Article 10.2.1Sections 13.01(b) and 14.01 hereof, the General Partner may shall not (i) withdraw from the Partnership or (ii) transfer all, but not less than all, all or any portion of its interest as in the general partner Partnership. (b) The General Partner shall have the right to a single transferee if, but only if, transfer all or any portion of its interest in the Partnership (i) at least a majority to an Affiliate of the Limited Partners approve General Partner who is admitted as a General Partner and agrees to assume and be bound by the provisions of this Agreement, (ii) in connection with a mortgage, pledge, hypothecation or grant of a security interest in such interest (in which case the General Partner shall continue to be the General Partner but the Partnership shall execute an agreement, in form and substance acceptable to the General Partner and the lender, recognizing the rights and interest of such lender therein upon foreclosure), (iii) in connection with either the transfer and by the General Partner of its interest in the Partnership upon its merger or consolidation with or into any other Person or the transfer by the General Partner of all or substantially all of its assets to another Person, the admission of such transferee Person as general partner, (ii) a General Partner and the transferee agrees agreement by such Person to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement or (iv) upon a Majority Vote, to any transferee who is admitted as a General Partner and other applicable agreementsagrees to assume and be bound by the provisions of this Agreement. A transfer pursuant to clause (i), and (ii), or (iii) of this Section 13.01(b) shall be permitted without any approval of any Limited Partner. (c) If the General Partner desires to transfer all or any portion of its general partnership interest in the Partnership receives pursuant to Sections 13.01(b) hereof (other than upon foreclosure pursuant to a mortgage, pledge, hypothecation or grant of a security interest pursuant to 42 clause (ii) thereof) such transfer shall be permitted if (and only if) the General Partner makes an Opinion of Counsel Assignment Determination and a Tax Determination, and determines that such transfer would not result in the loss of limited liability of any the Limited Partner Partners under the Delaware RULPA; provided, however, that each of such determinations shall be based upon the opinion of one or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. The foregoing notwithstanding, more independent counsels if such transaction would result in the General Partner is expressly permitted to pledge its having a general partnership interest as General Partner to secure the obligations of in the Partnership under a Revolving Credit Facility, as the same may be amended, supplemented, replaced, refinanced or restated from time to time, or any successor or subsequent loan agreementof less than 1%. 10.2.2 Neither Article 10.2.1 nor any other provision of this Agreement shall be construed to prevent (and all Partners do hereby consent to) (i) the transfer by the General Partner of all of its interest as a general partner to an Affiliate or (ii) the transfer by the General Partner of all its interest as a general partner upon its merger or consolidation with or other combination into any other Person or the transfer by it of all or substantially all of its assets to another Person if, in the case of a transfer described in either clause (i) or (ii) of this sentence, the rights and duties of the General Partner with respect to the interest so transferred are assumed by the transferee and the transferee agrees to be bound by the provisions of this Agreement; provided, that in either such case, such transferee furnishes to the Partnership an Opinion of Counsel that such merger, consolidation, combination, transfer or assumption will not result in a loss of limited liability of any Limited Partner or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purpose. In the case of a transfer pursuant to this Article 10.2.2, the transferee or successor (as the case may be) shall be admitted to the Partnership as the General Partner immediately prior to the transfer of the interest, and the business of the Partnership shall continue without dissolution.

Transfer of General Partner’s Interest. 10.2.1 Except as set forth in this Article 10.2.1Section 10.2(a), the General Partner may transfer all, but not less than all, of its interest Interest as the general partner to a single transferee if, but only if, (i) at least a majority of the Limited Partners voting Units (excluding for this purpose Units held by the General Partner and its Affiliates) approve of such transfer and of the admission of such transferee as general partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and other applicable agreementsthe Operating Company Agreements, and (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of the Partnership as a member of the Operating Companies or cause the Partnership or the Operating Companies to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. The foregoing notwithstanding, the General Partner is expressly permitted to pledge its interest as General Partner to secure the obligations of the Partnership under a the Revolving Credit Facility, as the same may be amended, supplemented, replaced, refinanced or restated from time to time, or any successor or subsequent loan agreement. 10.2.2 Neither Article Section 10.2.1 nor any other provision of this Agreement shall be construed to prevent (and all Partners do hereby consent to) (i) the transfer by the General Partner of all of its interest as a general partner to an Affiliate or (ii) the transfer by the General Partner of all its interest as a general partner upon its merger or consolidation with or other combination into any other Person or the transfer by it of all or substantially all of its assets to another Person if, in the case of a transfer described in either clause (i) or (ii) of this sentence, the rights and duties of the General Partner with respect to the interest so transferred are assumed by the transferee and the transferee agrees to be bound by the provisions of this Agreement; provided, that in either such case, such transferee furnishes to the Partnership an Opinion of Counsel that such merger, consolidation, combination, transfer or assumption will not result in a loss of limited liability of any Limited Partner or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purpose. In the case of a transfer pursuant to this Article Section 10.2.2, the transferee or successor (as the case may be) shall be admitted to the Partnership as the General Partner immediately prior to the transfer of the interestInterest, and the business of the Partnership shall continue without dissolution.

Transfer of General Partner’s Interest. 10.2.1 (a) Except as set forth provided in this Article 10.2.1Sections 13.01(b) and 14.01, the General Partner may shall not (i) withdraw from the Partnership or (ii) transfer all, but not less than all, all or any portion of its interest as in the general partner Partnership. (b) The General Partner shall have the right to a single transferee if, but only if, transfer all or any portion of its interest in the Partnership (i) at least a majority to an Affiliate of the Limited Partners approve General Partner who is admitted as a General Partner and agrees to assume and be bound by the provisions of this Agreement, (ii) in connection with a mortgage, pledge, hypothecation or grant of a security interest in such interest (in which case the General Partner shall continue to be the General Partner but the Partnership shall execute an agreement, in form and substance acceptable to the General Partner and the lender, recognizing the rights and interest of such lender therein upon foreclosure), (iii) in connection with either the transfer by the General Partner of its interest in the Partnership upon its merger or consolidation with or into any other Person or the transfer by the General Partner of all or substantially all of its assets to another Person, and of the admission of such transferee Person as general partner, (ii) a General Partner and the transferee agrees agreement by such Person to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement or (iv) upon a Majority Vote, to any transferee who is admitted as a General Partner and other applicable agreementsagrees to assume and be bound by the provisions of this Agreement, and such transferee is hereby authorized to continue the business of the Partnership. A transfer pursuant to clause (i), (ii), or (iii) of this Section 13.01(b) shall be permitted without any approval of any Limited Partner and such transferee is hereby authorized to continue the business of the Partnership. (c) If the General Partner desires to transfer all or any portion of its general partnership interest in the Partnership receives pursuant to Section 13.01(b) (other than upon foreclosure pursuant to a mortgage, pledge, hypothecation or grant of a security interest pursuant to clause (ii) thereof) such transfer shall be permitted if (and only if) the General Partner determines that the transaction would not cause the Partnership to be treated as an Opinion of Counsel association taxable as a corporation for federal income tax purposes and determines that such transfer would not result in the loss of limited liability of any the Limited Partner Partners under the Delaware RULPA; provided, however, that each of such determinations shall be based upon the opinion of one or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. The foregoing notwithstanding, more independent counsels if such transaction would result in the General Partner is expressly permitted to pledge its or General Partners in the aggregate having a general partnership interest as General Partner to secure the obligations of in the Partnership under a Revolving Credit Facility, as the same may be amended, supplemented, replaced, refinanced or restated from time to time, or any successor or subsequent loan agreementof less than 1%. 10.2.2 Neither Article 10.2.1 nor any other provision of this Agreement shall be construed to prevent (and all Partners do hereby consent to) (i) the transfer by the General Partner of all of its interest as a general partner to an Affiliate or (ii) the transfer by the General Partner of all its interest as a general partner upon its merger or consolidation with or other combination into any other Person or the transfer by it of all or substantially all of its assets to another Person if, in the case of a transfer described in either clause (i) or (ii) of this sentence, the rights and duties of the General Partner with respect to the interest so transferred are assumed by the transferee and the transferee agrees to be bound by the provisions of this Agreement; provided, that in either such case, such transferee furnishes to the Partnership an Opinion of Counsel that such merger, consolidation, combination, transfer or assumption will not result in a loss of limited liability of any Limited Partner or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purpose. In the case of a transfer pursuant to this Article 10.2.2, the transferee or successor (as the case may be) shall be admitted to the Partnership as the General Partner immediately prior to the transfer of the interest, and the business of the Partnership shall continue without dissolution.

Transfer of General Partner’s Interest. 10.2.1 Except as set forth in this Article Section 10.2.1, the General Partner may transfer all, but not less than all, of its interest as the general partner to a single transferee if, but only if, (i) at least a majority of the Limited Partners approve of such transfer and of the admission of such transferee as general partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and other applicable agreements, and (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes. The foregoing notwithstanding, the General Partner is expressly permitted to pledge its interest as General Partner to secure the obligations of the Partnership under a Revolving Credit Facility, as the same may be amended, supplemented, replaced, refinanced or restated from time to time, or any successor or subsequent loan agreement. 10.2.2 Neither Article Section 10.2.1 nor any other provision of this Agreement shall be construed to prevent (and all Partners do hereby consent to) (i) the transfer by the General Partner of all of its interest as a general partner to an Affiliate or (ii) the transfer by the General Partner of all its interest as a general partner upon its merger or consolidation with or other combination into any other Person or the transfer by it of all or substantially all of its assets to another Person if, in the case of a transfer described in either clause (i) or (ii) of this sentence, the rights and duties of the General Partner with respect to the interest so transferred are assumed by the transferee and the transferee agrees to be bound by the provisions of this Agreement; provided, that in either such case, such transferee furnishes to the Partnership an Opinion of Counsel that such merger, consolidation, combination, transfer or assumption will not result in a loss of limited liability of any Limited Partner or of the Partnership or cause the Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purpose. In the case of a transfer pursuant to this Article Section 10.2.2, the transferee or successor (as the case may be) shall be admitted to the Partnership as the General Partner immediately prior to the transfer of the interest, and the business of the Partnership shall continue without dissolution.