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

Transfer of Partnership Interests of the General Partner. A. The General Partner shall not withdraw from the Partnership or transfer all or any portion of its interest in the Partnership except in connection with a transaction described in Section 11.2.B or 11.2.C. B. Crescent Equities shall not engage in any merger, consolidation or other combination with or into another Person, or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a reincorporation, a reorganization primarily for the purpose of changing domicile or converting to corporate form, a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of "Exchange Factor," which require no consent of the Limited Partners under this Agreement) ("Transaction"), unless the Transaction either: (1) includes a merger of the Partnership or sale of substantially all of the assets of the Partnership, as a result of which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Exchange Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummated, provided that if, in connection with the Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, the holders of Partnership Units shall receive the greatest amount of cash, securities, or other property which a Limited Partner would have received had it exercised the Exchange Right and received REIT Shares in exchange for all of its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer; or (2) provides that the Partnership shall continue as a separate entity and grants to the Limited Partners exchange rights with respect to the ownership interests in the new entity that are substantially equivalent to the Exchange Rights provided for in Section 8.6. C. Crescent Equities shall not transfer all or any portion of its ownership interest in the General Partner; provided, however, that Crescent Equities may liquidate the General Partner.

Transfer of Partnership Interests of the General Partner. A. The General Partner shall not withdraw from the Partnership or transfer all or any portion of its interest in the Partnership except in connection with a transaction described in Section 11.2.B or 11.2.C. B. Crescent Equities shall not engage in any merger, consolidation or other combination with or into another Person, or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a reincorporation, a reorganization primarily for the purpose of changing domicile or converting to corporate form, a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of "Exchange Factor," which require no consent of the Limited Partners under this Agreement) ("Transaction"), unless the Transaction either: (1) includes a merger of the Partnership or sale of substantially all of the assets of the Partnership, as a result of which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Exchange Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummated, provided that if, in connection with the Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, the holders of Partnership Units shall receive the greatest amount of cash, securities, or other property which a Limited Partner would have received had it exercised the Exchange Right and received REIT Shares in exchange for all of its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer; or (2) provides that the Partnership shall continue as a separate entity and grants to the Limited Partners exchange rights with respect to the ownership interests in the new entity that are substantially equivalent to the Exchange Rights provided for in Section 8.6.. -50- C. Crescent Equities shall not transfer all or any portion of its ownership interest in xx xxx xxxxxxx xx xxx xxxxxxxxx xxxxxxxx xx the General Partner; provided, however, that Crescent Equities may liquidate the General Partner. Section 11.3 Transfer of Partnership Interests of Limited Partners Other Than Crescent Equities A. Subject to the provisions of Sections 11.3.C, 11.3.D, 11.3.E, 11.3.F and 11.3.G hereof, any Limited Partner other than Crescent Equities may freely transfer all or any portion of its Partnership Interest. Any transferee of a Limited Partnership Interest (whether such transferee is a Substituted Limited Partner or an Assignee) shall also become the owner of any Partnership Units associated with such Limited Partnership Interest, and shall be entitled to exercise the Exchange Rights with respect to such Partnership Units in accordance with the terms and conditions set forth in Section 8.6 above. B. If a Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner's estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership. C. The General Partner may prohibit any transfer otherwise permitted under this Section 11.3 by a Limited Partner of its Partnership Interest if, in the opinion of legal counsel to the Partnership, such transfer would require filing of a registration statement under the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Interest. D. No transfer by a Limited Partner of its Partnership Interest may be made to any Person if (i) in the opinion of legal counsel for the Partnership, it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or result in a termination of the Partnership for federal income tax purposes, (ii) in the opinion of the legal counsel for the Partnership, it would adversely affect the ability of Crescent Equities to continue to qualify as a REIT or subject Crescent Equities to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) the General Partner determines that such transfer is effectuated through or, together with other similar transfers, could result in the creation of an "established securities market" or a "secondary market (or the substantial equivalent thereof)" or otherwise increase the likelihood that the Partnership would be treated as a "publicly traded partnership" within the meaning of Code Section 7704 and the related Notice 88-75, 1988-2 C.B. 386, and Treasury Regulations Section 1.7704-1. E. No transfer by a Limited Partner of its Partnership Interest may be made (i) to any Person who lacks the legal right, power or capacity to own a Partnership Interest, (ii) in violation of any provision of any mortgage or trust deed (or the note or bond secured thereby) constituting a Lien against an asset of the Partnership, (iii) in violation of applicable law, or (iv) if such transfer would, in the opinion of counsel to the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor regulations section 2510.2-101. F. No transfer of a Limited Partnership Interest may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a Nonrecourse Liability, except with the consent of the General Partner, which consent may be granted or withheld in the sole and absolute discretion of the General Partner.

Transfer of Partnership Interests of the General Partner. A. The General Partner shall not withdraw from the Partnership or transfer all or any portion of its interest in the Partnership except in connection with a transaction described in Section 11.2.B or 11.2.C. B. Crescent Equities shall not engage in any merger, consolidation or other combination with or into another Person, or sale of all or substantially all of its assets, or any reclassification, or recapitalization or change of outstanding REIT Shares (other than a reincorporation, a reorganization primarily for the purpose of changing domicile or converting to corporate form, a change in par value, or from par value to no par value, or as a result of a subdivision or combination as described in the definition of "“Exchange Factor," ” which require no consent of the Limited Partners under this Agreement) ("“Transaction"”), unless the Transaction either: (1) includes a merger of the Partnership or sale of substantially all of the assets of the Partnership, as a result of which all Limited Partners will receive for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Exchange Factor and the greatest amount of cash, securities or other property paid to a holder of one REIT Share in consideration of one REIT Share at any time during the period from and after the date on which the Transaction is consummated, provided that if, in connection with the Transaction, a purchase, tender or exchange offer shall have been made to and accepted by the holders of more than fifty percent (50%) of the outstanding REIT Shares, the holders of Partnership Units shall receive the greatest amount of cash, securities, or other property which a Limited Partner would have received had it exercised the Exchange Right and received REIT Shares in exchange for all of its Partnership Units immediately prior to the expiration of such purchase, tender or exchange offer; or (2) provides that the Partnership shall continue as a separate entity and grants to the Limited Partners exchange rights with respect to the ownership interests in the new entity that are substantially equivalent to the Exchange Rights provided for in Section 8.6. C. Crescent Equities shall not transfer all or any portion of its ownership interest in the General Partner; provided, however, that Crescent Equities may liquidate the General Partner.