Common use of Transfer of Interests of the General Partner Clause in Contracts

Transfer of Interests of the General Partner. 12.2.1 The General Partner may not transfer any portion of its Partnership Interest as the General Partner unless (i) (A) in the event such transfer is to be effective at any time prior to January 1, 2000, such transfer is approved by the affirmative vote of a Majority Interest (other than LP Units owned by the General Partner and its Affiliates) and by the affirmative vote of Record Holders of a majority of the Senior Preference Units (other than during the Preference Period Senior Preference Units owned by the General Partner and its Affiliates) and (B) the transferee agrees to assume and be bound by the provisions of this Agreement and the Operating Partnership Agreement and (ii) the Partnership receives an Opinion of Counsel that such transfer and admission (A) may be taken without the approval of all Partners, (B) would not cause the loss of limited liability of the Limited Partners under this Agreement or the Operating Partnership Agreement and (C) would not cause the Partnership to be taxable as a corporation or treated as an association taxable as a corporation for federal income tax purposes. Notwithstanding the provisions of Section 14.6.1, but subject to the foregoing, upon any transfer by the General Partner of all or any portion of its Partnership Interest pursuant to this Section 12.2.1, the General Partner may receive and retain such purchase price as it may negotiate with the transferee. 12.2.2 No other provision of this Agreement shall be construed to prevent (and all Partners hereby expressly approve of) (i) the transfer by the General Partner of all or any part of its Partnership Interest to an Affiliate, and the assumption of the rights and duties of the General Partner by such Affiliate and its admission as General Partner; (ii) the transfer by the General Partner of its Partnership Interest upon its merger or consolidation with or into any other Person or the transfer by it of all or substantially all of its assets to another Person and admission as General Partner, and the assumption of the rights and duties of the General Partner by such transferee; (iii) the transfer by the General Partner of any part (but not all) of its interest in items of Partnership income, gain, losses, deductions, credits, distributions or surplus; (iv) the transfer by the General Partner of all of its interest in items of Partnership income, gain, losses, deduction, credits, distributions and surplus if the General Partner agrees, notwithstanding Section 17-702(a)(4) of the Delaware Act, to continue as the General Partner and, if it so agrees, all Partners hereby agree that it shall continue as the General Partner; (v) the General Partner's mortgaging, pledging, hypothecating or granting a security interest in all or any part of its Partnership Interest; or (vi) the forced sale by the General Partner of any or all of its Partnership Interest pursuant to the foreclosure of, or other realization upon, any encumbrance created pursuant to clause (v) of this Section 12.2.2; provided, in the event of a transfer pursuant to clauses (i) through (vi) of this Section 12.2.2, such transferee furnishes to the Partnership an Opinion of Counsel that such transfer, merger, consolidation or assumption (i) may be taken without the approval of all Limited Partners to such specific act, (ii) would not cause the loss of limited liability of the Limited Partners under this Agreement or the Operating Partnership Agreement and (iii) would not cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes.

Transfer of Interests of the General Partner. 12.2.1 The (A) Until 10 years after the Closing Date, the General Partner may not transfer all or any portion part of its General Partner Partnership Interest as the General Partner unless (i) (A) in the event such transfer is to be effective at any time prior to January 1, 2000, such transfer is approved by the affirmative vote of a Majority Interest (other than LP Units owned by the General Partner and its Affiliates) and by the affirmative vote of Record Holders of a majority of the Senior Preference Units (other than during the Preference Period Senior Preference Units owned by the General Partner and its Affiliates) and (B) the transferee agrees consents to assume and be bound by the provisions of this Agreement and the Operating Partnership Agreement such transfer and (ii) the Partnership receives an Opinion opinion of Counsel counsel that such transfer and admission (A) may be taken without the approval of all Partners, (B) would not cause result in the loss of limited liability of the Limited Partners under this Agreement any Unitholder or the Operating Partnership Agreement and (C) would not cause the Partnership to be taxable as a corporation or treated as an association taxable as a corporation for federal Federal income tax purposes. Notwithstanding the provisions of Section 14.6.1, but subject to the foregoing, upon any transfer by the The General Partner of shall have the absolute and unrestricted right, power, and authority to transfer any or all or any portion of its Partnership Interest pursuant to this Section 12.2.1, after the General Partner may receive and retain such purchase price as it may negotiate with date 10 years from the transfereeClosing Date. 12.2.2 (B) No other provision of this Agreement shall be construed to prevent (and all Partners and Assignees hereby expressly approve of) consent to) (i) the transfer by the General Partner of all its Partnership Interest to a Related Entity or any part the transfer by the 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 an Affiliateanother corporation, and the assumption of the rights and duties of the General Partner by such Affiliate and its admission Related Entity or the transferee corporation, provided such Related Entity 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 Unitholder or result in the Partnership being treated as General Partner; an association taxable as a corporation for Federal income tax purposes, (ii) the transfer by the General Partner of its Partnership Interest upon its merger or consolidation with or into any other Person or the transfer by it of all or substantially all of its assets to another Person and admission as General Partnermortgage, and the assumption of the rights and duties of the General Partner by such transferee; (iii) the transfer by the General Partner of any part (but not all) of its interest in items of Partnership incomepledge, gainhypothecation, losses, deductions, credits, distributions or surplus; (iv) the transfer by the General Partner of all of its interest in items of Partnership income, gain, losses, deduction, credits, distributions and surplus if the General Partner agrees, notwithstanding Section 17-702(a)(4) of the Delaware Act, to continue as the General Partner and, if it so agrees, all Partners hereby agree that it shall continue as the General Partner; (v) the General Partner's mortgaging, pledging, hypothecating or granting a security interest in all or any part of its interest in items of Partnership Interest; income, gains, losses, deductions, credits, distributions, or surplus, (viiii) the forced sale or assignment of any Units held by the General Partner of any or all of its Partnership Interest pursuant Affiliates, subject to the foreclosure ofSection 8.4(A), or other realization upon(iv) the transfer, any encumbrance created pursuant to clause (v) of this Section 12.2.2; providedmortgage, in the event pledge, hypothecation, or grant of a transfer pursuant to clauses (i) through (vi) of this Section 12.2.2, such transferee furnishes to security interest by the Partnership an Opinion of Counsel that such transfer, merger, consolidation General Partner in any Units owned by the General Partner as collateral for a loan or assumption (i) may be taken without the approval of all Limited Partners to such specific act, (ii) would not cause the loss of limited liability of the Limited Partners under this Agreement or the Operating Partnership Agreement and (iii) would not cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposesloans.

Transfer of Interests of the General Partner. 12.2.1 (a) The General Partner may not transfer all or any portion part of its Partnership Interest as the General Partner unless (i) (A) in the event such transfer is to be effective at any time prior to January 1, 2000, such transfer is approved by the affirmative vote of a Majority Interest consents to such transfer, (other than LP Units owned by the General Partner and its Affiliates) and by the affirmative vote of Record Holders of a majority of the Senior Preference Units (other than during the Preference Period Senior Preference Units owned by the General Partner and its Affiliates) and (Bii) the transferee agrees to assume and be bound by the applicable terms and provisions of this Agreement and agrees to be admitted as a general partner of the Operating Partnership Agreement and (iiiii) the Partnership receives an Opinion of Counsel that such transfer and admission (A) may be taken without the approval of all Partners, (B) would not cause the loss of limited liability of the Limited Partners under this Agreement or the Operating Partnership Agreement and (C) would not cause the Partnership or the Operating Partnership to be taxable as a corporation or treated as an association taxable as a corporation for federal income tax purposes. Notwithstanding the provisions of Section 14.6.1; provided, but subject to the foregoinghowever, upon that any transfer by the General Partner of all or any portion of its Partnership Interest pursuant to this Section 12.2.1, as general partner shall constitute a withdrawal for purposes of and shall be effected by the General Partner may receive and retain such purchase price as it may negotiate with the transfereeif not prohibited by Section 13.1(a). 12.2.2 No (b) Subject to compliance with Sections 11.2(a)(ii) and 11.2(a)(iii), neither Section 11.2(a)(i) nor any other provision of this Agreement shall be construed to prevent (and all Partners hereby expressly approve ofconsent to) (i) the transfer by the General Partner of all or any part of its Partnership Interest to an Affiliate, and the assumption Affiliate of the rights and duties of the General Partner by such Affiliate and its admission as General Partner; (ii) the transfer by the General Partner of its Partnership Interest upon its merger merger, consolidation or consolidation liquidation with or into any other Person or the transfer transfer, upon liquidation or otherwise by it of all or substantially all of its assets to another Person and admission as General PartnerPerson, and and, in the case of either clause (i) or (ii), the assumption of the rights and duties of the General Partner by such transfereePerson; provided, in the ease of either clause (i) or (ii), such Person furnishes to the Partnership an Opinion of Counsel that such transfer, merger, consolidation or assumption will not result in a loss of limited liability of any Limited Partner or of the limited partner in the Operating Partnership or result in the Partnership or the Operating Partnership being treated as an association taxable as a corporation for federal income tax purposes; (iii) the transfer by the General Partner of any part (but not all) of its interest in items of Partnership income, gain, losses, deductions, credits, distributions or surplus; (iv) the transfer by the General Partner of all of its interest in items of Partnership income, gain, losses, deductiondeductions, credits, distributions and or surplus if the General Partner agrees, notwithstanding Section 17-702(a)(4) of the Delaware Act, to continue as the General Partner andPartner, and if it so agrees, all Partners hereby agree that it shall continue as the General Partner; or (v) the a General Partner's mortgaging, pledging, hypothecating or granting a security interest in all or any part of its Partnership Interest; or Interest (vi) the forced sale by in which case the General Partner of any or all of its Partnership Interest pursuant shall continue to be the foreclosure of, or other realization upon, any encumbrance created pursuant to clause (v) of this Section 12.2.2; provided, in General Partner). In the event case of a transfer pursuant to clauses clause (i) through or (viii) of this Section 12.2.211.2(b), such the transferee furnishes or Affiliate shall be admitted to the Partnership an Opinion of Counsel that such transfer, merger, consolidation or assumption (i) may be taken without as a General Partner immediately prior to the approval of all Limited Partners to such specific act, (ii) would not cause the loss of limited liability transfer of the Limited Partners under this Agreement General Partner's Partnership Interest, and the transferee or Affiliate shall continue the Operating Partnership Agreement business and (iii) would not cause operations of the Partnership to be treated as an association taxable as a corporation for federal income tax purposeswithout dissolution.