Common use of Transfer of Interests of General Partners Clause in Contracts

Transfer of Interests of General Partners. (A) The Managing General Partner may not transfer all or any part of its Partnership Interest as the Managing General Partner unless (i) a Majority Interest of the Limited Partners consents to such transfer and (ii) the Partnership receives an opinion of counsel that such transfer would not result in the loss of limited liability of any Limited Partner in the Partnership or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes. (B) The Special General Partner may not transfer all or any part of its Partnership Interest as the Special General Partner unless (i) the Managing General Partner consents in writing to such transfer and (ii) the Partnership receives an opinion of counsel that such transfer would not result in the loss of limited liability of any Limited Partner in the Partnership or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes. (C) Neither subsections (A) or (B) of this Section 12.2 nor any other provisions of this Agreement shall be construed to prevent (and all Partners hereby expressly consent to) (i) the transfer by a General Partner of its Partnership Interest to an Affiliate, or the transfer by a General Partner of its Partnership Interest upon its merger or consolidation into any other corporation or the transfer by it of all or substantially all of its assets to another corporation, and the assumption of the rights and duties of the General Partner by such Affiliate or the transferee corporation, provided such Affiliate or such corporation furnishes to the Partnership an opinion of counsel that such merger, consolidation, transfer or assumption will not result in a loss of limited liability of any Limited Partner or result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, (ii) the transfer by a General Partner of or the mortgage, pledge, hypothecation or granting a security interest in all or any part of its interest in items of Partnership income, gains, losses, deductions, credits, distributions or surplus or (iii) the General Partner’s mortgaging, pledging, hypothecating or granting a security interest in any Units owned by such General Partner as collateral for a loan or loans.

Transfer of Interests of General Partners. (Aa) The Managing If a General Partner may not desires to sell or transfer all or any part portion of its such General Partner's Partnership Interest as the Managing a General Partner unless to a Person who is not a General Partner, such transfer shall be permitted if (and only if): (i) such transfer and the admission of the transferee as a general partner of the Partnership is approved by a Majority Interest Vote of the Limited Partners, unless the transferee is (A) an Affiliate of the transferring General Partner or (B) a Limited Partner or an Affiliate of a Limited Partner, in which case no such approval of the Limited Partners consents to such transfer and shall be required; and (ii) the Partnership receives an opinion Opinion of counsel Independent Counsel that such transfer and admission (A) would not result in cause the loss of limited liability of any the Partnership under the Operating Partnership Agreement or the Limited Partner in Partners under this Agreement, and (B) would not cause the Partnership or cause the Operating Partnership to be treated as an association taxable as a corporation for federal income tax purposes. (Bb) The Special General Partner may not transfer all or Neither Section 12.2(a) nor any part other provision of its Partnership Interest as this Agreement shall be construed to prevent (and each Partner, by requesting and being granted admission to the Special General Partner unless Partnership, is deemed to consent to): (i) the Managing transfer by any corporate General Partner consents in writing of such corporate General Partner's Partnership Interest as a General Partner upon its merger or consolidation with another Person or the transfer by it of all or substantially all of its assets to another Person, and the assumption of the rights and duties of such transfer and (ii) a corporate General Partner by such Person, provided such Person furnishes to the Partnership receives an opinion Opinion of counsel Independent Counsel to the effect that such transfer merger, consolidation, transfer, or assumption (1) would not result in cause the loss of limited liability of any the Partnership under the Operating Partnership Agreement or the Limited Partner in Partners under this Agreement, and (2) would not cause the Partnership or cause the Operating Partnership to be treated as an association taxable as a corporation for federal income tax purposes.; (C) Neither subsections (A) or (B) of this Section 12.2 nor any other provisions of this Agreement shall be construed to prevent (and all Partners hereby expressly consent to) (i) the transfer by a General Partner of its Partnership Interest to an Affiliate, or the transfer by a General Partner of its Partnership Interest upon its merger or consolidation into any other corporation or the transfer by it of all or substantially all of its assets to another corporation, and the assumption of the rights and duties of the General Partner by such Affiliate or the transferee corporation, provided such Affiliate or such corporation furnishes to the Partnership an opinion of counsel that such merger, consolidation, transfer or assumption will not result in a loss of limited liability of any Limited Partner or result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, (ii) the transfer by a General Partner of or the mortgage, pledge, hypothecation or granting a security interest in all or any part of its interest in items of Partnership income, gains, losses, deductionsdeduction, credits, distributions distributions, or surplus or surplus; or (iii) the a General Partner’s 's mortgaging, pledging, hypothecating hypothecating, or granting a security interest in all or any Units owned by such part of its Partnership Interest as a General Partner as collateral for a loan or loans.

Transfer of Interests of General Partners. (Aa) The Managing Subject to Section 12.1 hereof, a General Partner may shall not transfer all or any part of its Partnership Interest as Interests without the Consent of the Disinterested Partners; provided, that a transfer by GTL is further subject to the provisions of Section 6.3 hereof. A General Partner may transfer any or all of its Partnership Interests to an Affiliate of the General Partner ("Affiliate Successor") without such approval; provided however, that in the case of GTL, GTL may transfer only to an Affiliate that is 100% owned by GTL and any such transfer shall be subject to the consent of the Managing General Partner, which consent may be granted or withheld in the Managing General Partner's sole discretion. Such transfer to an Affiliate Successor shall not relieve the General Partner of any of its obligations hereunder unless the Affiliate Successor has been adjudged by the Consent of the Disinterested Partners (which consent shall not be unreasonably withheld) to be a Person that has at least such comparable financial strength and technical and managerial capabilities and know-how sufficient for it to perform its duties and obligations hereunder. The Partners hereby consent to any such approved transfer or any transfer to an Affiliate Successor, subject to the provisos set forth above. The Affiliate Successor of a General Partner pursuant to this Section 10.2 shall be admitted to the Partnership as General Partner immediately prior to the effective date of transfer of the General Partner's Partnership Interests and the Affiliate Successor shall continue the business and operations of the Partnership without dissolution provided that prior to such effective date the Affiliate Successor shall have furnished to (a) the Partnership (i) a Majority Interest acceptance in form satisfactory to counsel to the Partnership of all the Limited Partners consents to such transfer terms and conditions of this Agreement and (ii) such -66- 72 (a) Notwithstanding anything to the contrary contained herein, a General Partner will not take any action which would constitute or result in the transfer of control of the Partnership receives an opinion of counsel that if such transfer would not result in require, under existing law (including, without limitation, the loss written rules and regulations promulgated by the FCC), the prior approval of limited liability the FCC, without first obtaining such approval of any Limited Partner in the Partnership or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposesFCC. (Bb) The Special A General Partner may not shall diligently prosecute its application for approval of the transfer identified in Section 10.2(b) hereof and shall immediately provide to the FCC all or any part of its Partnership Interest as information requested by the Special General Partner unless (i) FCC in connection with the Managing General Partner consents in writing to such transfer and (ii) the Partnership receives an opinion of counsel that such transfer would not result in the loss of limited liability of any Limited Partner in the Partnership or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposesapplication. (Cc) Neither subsections (A) or (B) Prior to the FCC's grant of this Section 12.2 nor any other provisions the approval of this Agreement shall be construed to prevent (and all Partners hereby expressly consent to) (i) the transfer by application identified in Section 10.2(b) hereof, a General Partner of seeking to transfer its Partnership Interest Interests shall continue to act in a manner consistent with the provisions of Article VI of this Agreement. (d) Any transfer by GTL, other than to an Affiliate, or the transfer by shall be further subject to a General Partner right of its Partnership Interest upon its merger or consolidation into any other corporation or the transfer by first offer as set forth in Section 10.3(b) hereof fully as though it of all or substantially all of its assets to another corporation, and the assumption of the rights and duties of the General Partner by such Affiliate or the transferee corporation, provided such Affiliate or such corporation furnishes to the Partnership an opinion of counsel that such merger, consolidation, transfer or assumption will not result in were a loss of limited liability of any Limited Partner or result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, (ii) the transfer by a General Partner of or the mortgage, pledge, hypothecation or granting a security interest in all or any part of its interest in items of Partnership income, gains, losses, deductions, credits, distributions or surplus or (iii) the General Partner’s mortgaging, pledging, hypothecating or granting a security interest in any Units owned by such General Partner as collateral for a loan or loans.

Transfer of Interests of General Partners. (Aa) The Managing Subject to Section 12.1 hereof, a General Partner may shall not transfer all or any part of its Partnership Interest as Interests without the Consent of the Disinterested Partners; provided, that a transfer by GTL is further subject to the provisions of Section 6.3 hereof. A General Partner may transfer any or all of its Partnership Interests to an Affiliate of the General Partner ("Affiliate Successor") without such approval; provided however, that in the case of GTL, GTL may transfer only to an Affiliate that is 100% owned by GTL and any such transfer shall be subject to the consent of the Managing General Partner, which consent may be granted or withheld in the Managing General Partner's sole discretion. Such transfer to an Affiliate Successor shall not relieve the General Partner of any of its obligations hereunder unless the Affiliate Successor has been adjudged by the Consent of the Disinterested Partners (which consent shall not be unreasonably withheld) to be a Person that has at least such comparable financial strength and technical and managerial capabilities and know-how sufficient for it to perform its duties and obligations hereunder. The Partners hereby consent to any such approved transfer or any transfer to an Affiliate Successor, subject to the provisos set forth above. The Affiliate Successor of a General Partner pursuant to this Section 10.2 shall be admitted to the Partnership as General Partner immediately prior to the effective date of transfer of the General Partner's Partnership Interests and the Affiliate Successor shall continue the business and operations of the Partnership without dissolution provided that prior to such effective date the Affiliate Successor shall have furnished to (a) the Partnership (i) a Majority Interest acceptance in form satisfactory to counsel to the Partnership of all the Limited Partners consents terms and conditions of this Agreement and (ii) such other documents or instruments as may be required by such counsel in order to effect such transfer and (iib) to the Partnership receives other Partners an opinion of counsel to the effect that such transfer will not adversely affect the tax status of the Partnership. Such opinion will not be deemed furnished until approved by the Consent of the Partners, which consent will not be unreasonably withheld. The transferring General Partner hereby further agrees to hold the Partnership and each other Partner wholly and completely harmless from any cost, liability or damage (including, without limitation, liabilities for income taxes and costs of enforcing this indemnity) incurred by any of such indemnified Persons as a result of a transfer or attempted transfer by it in violation of this Agreement. (b) Notwithstanding anything to the contrary contained herein, a General Partner will not take any action which would not constitute or result in the loss transfer of limited liability control of any Limited Partner in the -57- 62 Partnership or cause if such transfer would require, under existing law (including, without limitation, the Partnership to be treated as an association taxable as a corporation for federal income tax purposeswritten rules and regulations promulgated by the FCC), the prior approval of the FCC, without first obtaining such approval of the FCC. (Bc) The Special A General Partner may not shall diligently prosecute its application for approval of the transfer identified in Section 10.2(b) hereof and shall immediately provide to the FCC all or any part of its Partnership Interest as information requested by the Special General Partner unless (i) FCC in connection with the Managing General Partner consents in writing to such transfer and (ii) the Partnership receives an opinion of counsel that such transfer would not result in the loss of limited liability of any Limited Partner in the Partnership or cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposesapplication. (Cd) Neither subsections (A) or (B) Prior to the FCC's grant of this Section 12.2 nor any other provisions the approval of this Agreement shall be construed to prevent (and all Partners hereby expressly consent to) (i) the transfer by application identified in Section 10.2(b) hereof, a General Partner of seeking to transfer its Partnership Interest Interests shall continue to act in a manner consistent with the provisions of Article VI of this Agreement. (e) Any transfer by GTL, other than to an Affiliate, or the transfer by shall be further subject to a General Partner right of its Partnership Interest upon its merger or consolidation into any other corporation or the transfer by first offer as set forth in Section 10.3(b) hereof fully as though it of all or substantially all of its assets to another corporation, and the assumption of the rights and duties of the General Partner by such Affiliate or the transferee corporation, provided such Affiliate or such corporation furnishes to the Partnership an opinion of counsel that such merger, consolidation, transfer or assumption will not result in were a loss of limited liability of any Limited Partner or result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, (ii) the transfer by a General Partner of or the mortgage, pledge, hypothecation or granting a security interest in all or any part of its interest in items of Partnership income, gains, losses, deductions, credits, distributions or surplus or (iii) the General Partner’s mortgaging, pledging, hypothecating or granting a security interest in any Units owned by such General Partner as collateral for a loan or loans.