Common use of Transfer of GP Units Clause in Contracts

Transfer of GP Units. The General Partner may not transfer any GP Units unless (a) all of its GP Units are being transferred and the transferee or transferees assume all of the rights and obligations of the General Partner hereunder, (b) the transfer is to an Affiliate or Affiliates of the General Partner or is in connection with the General Partner’s merger or consolidation with, or a transfer of all or substantially all of the General Partner’s assets to, another Person, or the transfer is approved by a Majority Interest, and (c) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or cause the Partnership or any of the Operating Partnerships to be treated as an association taxable as a corporation for federal income tax purposes.

Transfer of GP Units. The General Partner may not transfer any GP Units unless (a) all of its GP Units are being transferred and the transferee or transferees assume assumes all of the rights and obligations of the General Partner hereunder, (b) the transfer is to an Affiliate or Affiliates of the General Partner or is in connection with the General Partner’s 's merger or consolidation with, or a transfer of all or substantially all of the General Partner’s 's assets to, another Person, or the transfer is approved by a Majority Interest, and (c) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or cause the Partnership or any of the Operating Partnerships to be treated as an association taxable as a corporation for federal income tax purposes.

Transfer of GP Units. The General Partner may not transfer any GP Units unless (a) all of its GP Units are being transferred and the transferee or transferees assume all of the rights and obligations of the General Partner hereunder, (b) the transfer is to an Affiliate or Affiliates of the General Partner or is in connection with the General Partner’s 's merger or consolidation with, or a transfer of all or substantially all of the General Partner’s 's assets to, another Person, or the transfer is approved by a Majority Interest, and (c) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or cause the Partnership or any of the Operating Partnerships to be treated as an association taxable as a corporation for federal income tax purposes.