Common use of Transfer of Partnership Units Clause in Contracts

Transfer of Partnership Units. (a) Partnership Units may be transferred only in the manner described in Section 13.2. The transfer of any Partnership Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XI, the Record Holder of a Partnership Unit shall be an Assignee in respect of such Partnership Unit. Limited Partners may include custodians, nominees or any other individual or entity in its own or any representative capacity. (c) Each distribution in respect of Partnership Units shall be paid by the Partnership, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holders thereof as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership's liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) A transferee who has completed and delivered a Transfer Application shall be deemed to have (i) requested admission as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement, (iii) represented and warranted that such transferee has the capacity and authority to enter into this Agreement, (iv) made the powers of attorney set forth in this Agreement and (v) given the consents and made the waivers contained in this Agreement. (e) No transfer by a Partner of his Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), or (ii) such transfer is effectuated through an "established securities market" or a "secondary market (or the substantial equivalent thereof)" within the meaning of Section 7704 of the Code. (f) Any transfer in contravention of the provisions of this Article X shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

Transfer of Partnership Units. (a) Partnership Units may be transferred only in A. Subject to the manner described in Section 13.2. The transfer provisions of any Partnership Units and the admission of any new Partner shall not constitute an amendment to this Agreement. (b) Until admitted as a Substituted Limited Partner pursuant to Article XISeven, the Record Holder of a Partnership Unit shall be an Assignee in respect of such Partnership Unit. a Limited Partners may include custodians, nominees Partner or any other individual part thereof may be sold, assigned or entity transferred without the consent of the General Partner, except as provided in its own subsection B hereof. B. The Partnership need not recognize for any purpose, any purported sale, assignment or transfer of all or any representative capacity.part of the Partnership Units of a Limited Partner: (c1) Each distribution in respect of Partnership Units shall be paid by the Partnershipif such transfer, directly or through the Transfer Agent or through any other Person or agent, only to the Record Holders thereof as of the Record Date set for the distribution. Such payment shall constitute full payment and satisfaction of the Partnership's liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise. (d) A transferee who has completed and delivered a Transfer Application shall negotiation would cause the Partnership to be deemed to have (i) requested admission as a Substituted Limited Partner, (ii) agreed to comply with and be bound by and to have executed this Agreement, (iii) represented and warranted that such transferee has the capacity and authority to enter into this Agreement, (iv) made the powers of attorney set forth in this Agreement and (v) given the consents and made the waivers contained in this Agreement. (e) No transfer by a Partner of his Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership's being treated as an association taxable as a corporation (for Federal income tax purposes or, when added to the total of all other than a qualified REIT subsidiary sales or exchanges of Partnership Units within the preceding 12 months, would result in the Partnership being considered to have terminated within the meaning of Section 856(i) 708 of the Code; or (2) if such transfer or assignment would violate any federal or state securities or "blue sky" laws applicable to the Partnership or to the Partnership Units to be transferred or assigned. C. Any sale, assignment or transfer of a Limited Partner's Partnership Units not prohibited by subsection B hereof shall be recognized by the Partnership as of the last day of the calendar month during which the Partnership receives instruments of transfer and the payment of all transfer taxes. D. Notwithstanding subsection B of this Section 7.1, any Limited Partner may assign or grant a security interest in its Partnership Units to any Senior Lender. In the event that any Limited Partner grants a security interest in its Partnership Units to any Senior Lender, and in the event such Senior Lender shall foreclose upon such Partnership Units or sell such Partnership Units under power of sale (statutory or contractual) or in lieu of foreclosure (such security interest, foreclosure or sale, being a "transfer"), then, no transfer of such Partnership Units to any successor shall require any consent on the part of the General Partner and, further, any successor(s) of such Limited Partner's Partnership Units shall, at its request, be admitted as a Limited Partner without any consent on the part of the General Partner. E. Subject to subsection B of this Section 7.1, any Current Limited Partner may sell, assign or transfer any or all of its Partnership Units to an Affiliate thereof or to another person who is then a Limited Partner of the Partnership and such Affiliate or other Person shall have the right to and shall be admitted as a Limited Partner without the consent of the General Partner. F. Notwithstanding anything herein to the contrary, if EMV intends to sell or assign any of its Partnership Units to any Person (iiother than a Senior Lender as provided in Paragraph D hereof) such transfer who is effectuated through an "established securities market" then a Partner of the Partnership, it shall first offer to each of the Persons then Partners of the Partnership and to the Warrantholders the right to purchase a pro rata portion of its Partnership Units to be sold or a "secondary market (or the substantial equivalent thereof)" within the meaning assigned. The provisions of Section 7704 3.3 B hereof shall apply to such right of first refusal, mutatis mutandis and to the Codeextent applicable. (f) Any transfer in contravention of the provisions of this Article X shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.