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

Transfer of General Partner’s Partnership Interest. (a) Except as provided in Section 10.2(b), and subject to the rights of any Holder set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest without the Consent of the Partners. (b) Subject to compliance with the other provisions of this Article X, the General Partner may Transfer all of its Partnership Interest at any time to the Special Limited Partner or any Person that is, at the time of such Transfer, a direct or indirect wholly-owned Subsidiary of the Special Limited Partner without the Consent of any Partner, and may designate the transferee to become the new General Partner under Section 11.1. (c) The General Partner may not voluntarily withdraw as a general partner of the Partnership without the consent of the Special Limited Partner, except in connection with a Transfer of the General Partner’s entire Partnership Interest permitted in this Article X and the admission of the Transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement. (d) It is a condition to any Transfer of the entire Partnership Interest of a sole General Partner otherwise permitted hereunder that (i) coincident or prior to such Transfer, the transferee is admitted as a General Partner pursuant to the Act and this Agreement; (ii) the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments are may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement applicable to the General Partner and the admission of such transferee as a General Partner.

Transfer of General Partner’s Partnership Interest. (a) Except as provided in Section 10.2(b), and subject to the rights of any Holder set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest without the Consent of the Partners. (b) Subject to compliance with the other provisions of this Article X, the General Partner may Transfer all of its Partnership Interest at any time to the Special Limited Partner or any Person that is, at the time of such Transfer, a direct or indirect wholly-wholly owned Subsidiary of the Special Limited Partner without the Consent of any Partner, and may designate the transferee to become the new General Partner under Section 11.1. (c) The General Partner may not voluntarily withdraw as a general partner of the Partnership without the consent of the Special Limited Partner, except in connection with a Transfer of the General Partner’s entire Partnership Interest permitted in this Article X and the admission of the Transferee transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement. (d) It is a condition to any Transfer of the entire Partnership Interest of a sole General Partner otherwise permitted hereunder that (i) coincident or prior to such Transfer, the transferee is admitted as a General Partner pursuant to the Act and this Agreement; (ii) the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments are as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement applicable to the General Partner and the admission of such transferee as a General Partner.

Transfer of General Partner’s Partnership Interest. (a) A. Except as provided in Section 10.2(b)11.2.B, and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest without the Consent of the Partners and, for so long as CBI, together with its Controlled Entities, holds more than 20% of the outstanding Partnership Common Units held by all Partners, the Consent of CBI. (b) B. Subject to compliance with the other provisions of this Article X11, the General Partner may Transfer all of its Partnership Interest at any time to the Special Limited Partner or any Person that is, at the time of such Transfer, a direct or indirect wholly-owned Subsidiary of the Special Limited Partner Partner, including any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), without the Consent of any Partner, and may designate the transferee to become the new General Partner under Section 11.112.1. (c) C. The General Partner may not voluntarily withdraw as a general partner of the Partnership without the consent Consent of the Special Limited PartnerPartners, except in connection with a Transfer of the General Partner’s entire Partnership Interest permitted in this Article X 11 and the admission of the Transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement. (d) D. It is a condition to any Transfer of the entire Partnership Interest of a sole General Partner otherwise permitted hereunder that (i) coincident or prior to such Transfer, the transferee is admitted as a General Partner pursuant to the Act and this Agreement; (ii) the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments are may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement applicable to the General Partner and the admission of such transferee as a General Partner.

Transfer of General Partner’s Partnership Interest. (a) A. Except as provided in Section 10.2(b)11.2.B, and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest without the Consent of the Partners. (b) B. Subject to compliance with the other provisions of this Article X11, the General Partner may Transfer all of its Partnership Interest at any time to the Special Limited Partner or any Person that is, at the time of such Transfer, a direct or indirect wholly-wholly owned Subsidiary of the Special Limited Partner Partner, including any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), without the Consent of any Partner, and may designate the transferee to become the new General Partner under Section 11.112.1. (c) C. The General Partner may not voluntarily withdraw as a general partner of the Partnership without the consent Consent of the Special Limited PartnerPartners, except in connection with a Transfer of the General Partner’s entire Partnership Interest permitted in this Article X 11 and the admission of the Transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement. (d) D. It is a condition to any Transfer of the entire Partnership Interest of a sole General Partner otherwise permitted hereunder that (i) coincident or prior to such Transfer, the transferee is admitted as a General Partner pursuant to the Act and this Agreement; (ii) the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments are may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement applicable to the General Partner and the admission of such transferee as a General Partner.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may not Transfer any of its General Partner Interest or withdraw from the Partnership except as provided in Sections 11.1(c), 11.2(b) and 11.2(c) hereof. The term “Transfer,” when used in this Section 11.2 with respect to the General Partner Interest, shall be deemed to include a Transfer of the General Partner Interest resulting from any merger, consolidation or other combination by the General Partner with or into another Person (other than a Subsidiary of the General Partner) or the sale of all or substantially all of the assets of the General Partner and its Subsidiaries, taken as a whole, but shall exclude transactions described in Section 11.3(b) hereof. (b) Except as provided in Section 10.2(b11.1(c), this Section 11.2(b) and Section 11.2(c) hereof, and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest (whether by sale, disposition, statutory merger or consolidation, liquidation or otherwise) without the Consent of the Limited Partners. (b) Subject to compliance with the other provisions of this Article X, the General Partner may Transfer all of its Partnership Interest at any time to the Special Limited Partner or any Person that is, at the time of such Transfer, a direct or indirect wholly-owned Subsidiary of the Special Limited Partner without the Consent of any Partner, and may designate the transferee to become the new General Partner under Section 11.1. (c) The General Partner may not voluntarily withdraw as a general partner of the Partnership without the consent of the Special Limited Partner, except in connection with a Transfer of the General Partner’s entire Partnership Interest permitted in this Article X and the admission of the Transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement. (d) . It is a condition to any Transfer of the entire a Partnership Interest of a sole General Partner otherwise permitted hereunder that (including any Transfer permitted pursuant to this Section 11.2(b) that: (i) coincident or prior to with such Transfer, the transferee is admitted as a General Partner pursuant to the Act and this AgreementSection 12.1 hereof; (ii) the transferee assumes assumes, by operation of law or express agreement agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments are as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement applicable with respect to the General Partner Partnership Interest so acquired and the admission of such transferee as a General Partner. (c) The General Partner may, without the Consent of the Limited Partners, merge with another entity if immediately after such merger substantially all the assets of the surviving entity, other than the General Partner Interest held by the General Partner, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units. (d) Except in connection with Transfers permitted in this Article 11 and as otherwise provided in Section 12.1 in connection with the Transfer of the General Partner’s entire Partnership Interest, the General Partner may not voluntarily withdraw as a general partner of the Partnership without the Consent of the Limited Partners.

Transfer of General Partner’s Partnership Interest. (a) A. Except as provided in Section 10.2(b)11.2.B, and subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner may not Transfer all or any portion of its Partnership Interest without the Consent of the Partners. (b) B. Subject to compliance with the other provisions of this Article X11, the General Partner may Transfer all of its Partnership Interest at any time to the Special Limited Partner or any Person that is, at the time of such Transfer, a direct or indirect wholly-owned Subsidiary of the Special Limited Partner Partner, including any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)), without the Consent of any Partner, and may designate the transferee to become the new General Partner under Section 11.112.1. (c) C. The General Partner may not voluntarily withdraw as a general partner of the Partnership without the consent Consent of the Special Limited PartnerPartners, except in connection with a Transfer of the General Partner’s entire Partnership Interest permitted in this Article X 11 and the admission of the Transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement. (d) D. It is a condition to any Transfer of the entire Partnership Interest of a sole General Partner otherwise permitted hereunder that (i) coincident or prior to such Transfer, the transferee is admitted as a General Partner pursuant to the Act and this Agreement; (ii) the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments are may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement applicable to the General Partner and the admission of such transferee as a General Partner.

Transfer of General Partner’s Partnership Interest. (a) A. Except as provided in connection with a transaction described in Section 10.2(b), and subject to the rights of any Holder set forth in a Partnership Unit Designation11.2.B or Section 11.2.C, the General Partner may shall not Transfer withdraw from the Partnership and shall not transfer all or any portion of its Partnership Interest without the Consent of the Partners. (b) Subject to compliance with the other provisions of this Article X, the General Partner may Transfer all of its Partnership Interest at any time to the Special Limited Partner or any Person that is, at the time of such Transfer, a direct or indirect wholly-owned Subsidiary of the Special Limited Partner without the Consent of any Partner, and may designate the transferee to become the new General Partner under Section 11.1. (c) The General Partner may not voluntarily withdraw as a general partner of interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise) without the consent of all of the Special Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12. 1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a Substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, except in connection with a Transfer and shall be liable for all obligations and responsible for all duties of the General Partner’s entire Partnership Interest permitted in this Article X and the admission of the Transferee as a successor General Partner of the Partnership pursuant to the Act and this Agreement. (d) It is a condition to any Transfer of the entire Partnership Interest of a sole General Partner otherwise permitted hereunder that (i) coincident or prior to , once such Transfer, the transferee is admitted as a General Partner pursuant to the Act and this Agreement; (ii) the transferee assumes by operation of law or express agreement all of the obligations of the transferor General Partner under this Agreement with respect to such Transferred Partnership Interest; and (iii) the transferee has executed such instruments are as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement applicable with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the admission transferor General Partner are assumed by a successor corporation by operation of such transferee as a law) shall relieve the transferor General PartnerPartner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion.