Transfer of General Partnership Interests. A. During the entire term of the Partnership, except as hereinafter permitted in subsection 7.01(B) or 7.01(C) hereof, none of the following shall be permitted without the prior written consent of all General Partners, such consent to be given or withheld by the General Partners in their sole discretion: (i) no General Partner shall directly or indirectly sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber all or any part of its interest in the Partnership; (ii) no present general partner of the Managing General Partner shall directly or indirectly sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber all or any part of its interest in the Managing General Partner; nor shall any such general partner withdraw or retire from the Managing General Partner, as the case may be; and (iii) no present general partner of the Administrative General Partner shall directly or indirectly sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber all or any part of its interest in the Administrative General Partner, nor shall any such general partner withdraw or retire from the Administrative General Partner as the case may be; provided, however, that following the receipt of the cash capital contributions required by Section 3.07 hereof, the general partner of Administrative General Partner may be an entity, all of which is owned directly or indirectly by Brandywine Operating Partnership, L.P. and/or by Administrative General Partner and/or Brandywine Realty Trust and which otherwise satisfies the qualifications set forth in subsections (1)-(4) of subsection (B) hereof.
Transfer of General Partnership Interests. Except as provided in this Article, the Partnership Interest of a General Partner in the Partnership may not be Transferred in whole or in part without the consent of all the General Partners (including the vote of the General Partner making the Transfer) and approval of the Class A Limited Partner required under Section 9.3(e) hereof. Notwithstanding anything contained in this Section 14.1 hereof, the General Partner shall be permitted to transfer all or any part of its General Partner Partnership Interest to an Affiliate of the General Partner provided both the transferor and transferee remain obligated to perform all obligations of the General Partner under this Agreement. A Transferee of a General Partnership Interest shall become a Substituted General Partner only upon the written consent pursuant to Section 9.3(g) hereof.
Transfer of General Partnership Interests. During the entire term of the Partnership, the General Partner shall not sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber all or any part of its interest in the Partnership, other than the pledge of its interest in the Partnership pursuant to the Guarantee and Collateral Agreement and its related schedules, exhibits and annex, dated as of the date hereof (the "Guarantee and Collateral Agreement"), to be entered into by and among the General Partner, the Limited Partner, the Partnership, certain of the Partnership's subsidiaries and Xxxxxx Commercial Paper Inc., as administrative agent for the banks and other financial institutions or entities from time to time parties to the Credit Agreement (as defined in the Guarantee and Collateral Agreement), without the prior written consent of a Majority in Interest of the Limited Partners, such consent to be given or withheld by the Limited Partners in their sole discretion.
Transfer of General Partnership Interests. From and after the Effective Time, after giving effect to the contributions of General Partnership Interests set forth in Section 4.9, a General Partner of the Partnership or any Series may Transfer or assign its General Partnership Interest only if approved in writing by (a) the LP Majority Series Holders of such Series (in the event of a Transfer or assignment of a General Partnership Interest by the General Partner of such Series) or (b) the LP Majority Series Holders of both Series REIT and Series TRS (in the event of a Transfer or assignment of the General Partnership Interest by the General Partner of the Partnership). Any attempted Transfer or assignment of a General Partnership Interest in violation of the preceding sentence shall be deemed null and void for all purposes. Subject in all events to the restrictions on any Transfer or assignment of a General Partnership Interest otherwise contained in this Section 4.10, no Transfer or assignment of such General Partnership Interest otherwise permitted by this Section 4.10 may be completed until the prospective transferee is admitted as the general partner of the Partnership or any Series by executing and delivering to the Partnership or such Series a written undertaking to be bound by the terms and conditions of this Agreement as the general partner in such form as shall be reasonably acceptable to the Series Board of the applicable Series, in which case the transferor (i) shall then cease to be the General Partner of the Partnership or the applicable Series, and (ii) shall then no longer possess or have the power to exercise any rights or powers of the General Partner of the Partnership or the applicable Series.
Transfer of General Partnership Interests. During the entire term of the Partnership, the General Partner shall not, and the General Partner covenants that the Key Executives will not, sell, convey, assign, pledge, hypothecate, transfer or otherwise dispose of or encumber, all or any part of its or their interest in the Partnership or any Parallel Partnership, or in the case of the Key Executives their interest in the General Partner, either directly or indirectly, by the conveyance, assignment, pledge, hypothecation, transfer or other disposition of any stock, partnership interest, or other beneficial interest in any entity which holds (directly or indirectly or by or through intervening entities) any interest in the General Partner without the prior written consent of a Majority in Interest of the Limited Partners, such consent to be given or withheld by the Limited Partners in their sole discretion; provided that in the case of the Key Executives, no consent shall be required for transfers for estate planning purposes (including, but not limited to, transfers to family limited partnerships or similar entities) for the benefit of the Key Executives or their family members, or by operation of law, or for transfers to the General Partner or its Affiliates so long as the transferee confirms that it will not transfer the interest other than to its executives who are actively involved in the affairs of the Partnership or the General Partner unless the requisite consent of the Limited Partners is obtained, or for transfers to other executives of the General Partner or its Affiliates who are actively involved in the affairs of the Partnership or the General Partner.
