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

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) such transfer has been approved by the prior written consent or vote of the holders of a majority of the Outstanding LP Units (excluding LP Units held by the General Partner and its Affiliates), (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement 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 any limited partner of any of the Operating Partnerships or cause the Partnership or any of the Operating Partnerships to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) such transfer has been approved by the prior written consent or vote of the holders of a majority at least 662/3% of the Outstanding LP Units (excluding LP Units held by approve of such transfer and of the admission of such transferee as General Partner and its Affiliates)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 the Operating Partnership Agreement 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 any limited partner of any of the Operating Partnerships Partnership or cause the Partnership or any of the Operating Partnerships Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) such transfer has been approved by the prior written consent or vote of the holders of a majority at least 66 2/3% of the Outstanding LP Units (excluding LP Units held by Percentage Interests of the Common Limited Partnership Interests approve of such transfer and of the admission of such transferee as General Partner and its Affiliates)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 (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the a loss of limited liability of any Limited Partner or of any limited partner of any of the Operating Partnerships or cause result in the Partnership being treated as a corporation or any of the Operating Partnerships to be as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) such transfer has been approved by the prior written consent or vote of the holders of a majority at least 66 2/3% of the Outstanding LP Units (excluding LP Units held by approve of such transfer and of the admission of such 50 transferee as General Partner and its Affiliates)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 (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 any limited partner of any of the Operating Partnerships or cause the Partnership or any of the Operating Partnerships to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) such transfer has been approved by the prior written consent or vote of the holders of a majority at least 66 2/3% of the Outstanding LP outstanding Units (excluding LP for purposes of such determination any Units held owned by the General Partner and its Affiliates)) approves 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 (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 any limited partner of any the taxation of the Operating Partnerships Partnership as a corporation or cause the Partnership or any of the Operating Partnerships to be as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) such transfer has been approved by the prior written consent or vote of the holders of a majority at least 66 2/3% of the Outstanding LP outstanding Units (excluding LP for purposes of such determination any Units held owned by the General Partner and its Affiliates)) approves 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 (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 any limited partner of any the taxation of the Operating Partnerships Partnership as a corporation or cause the Partnership or any of the Operating Partnerships to be as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) such transfer has been approved by the prior written consent or vote of the holders of a majority at least 66 2/3% of the Outstanding LP Units (excluding LP Units held by approve of such transfer and of the admission of such transferee as General Partner and its Affiliates)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 the Operating Partnership Agreement 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 any limited partner of any of the Operating Partnerships Partnership or cause the Partnership or any of the Operating Partnerships Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.