Common use of Transfer of the General Partner’s General Partner Interest Clause in Contracts

Transfer of the General Partner’s General Partner Interest. (a) Subject to Section 4.6(c) below, prior to June 30, 2024, the General Partner shall not transfer all or any part of its General Partner Interest to a Person unless such transfer is of all, but not less than all, of its General Partner Interest to (i) an Affiliate of the General Partner (other than an individual) or (ii) another Person (other than an individual) in connection with (A) the merger or consolidation of the General Partner with or into such other Person or (B) the transfer by the General Partner of all or substantially all of its assets to such other Person. (b) Subject to Section 4.6(c) below, on or after June 30, 2024, the General Partner may transfer all or any of its General Partner Interest without Unitholder approval. (c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner or member of any other Group Member under the laws of any such entity’s jurisdiction of formation and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

Transfer of the General Partner’s General Partner Interest. (a) 4.6.1 Subject to Section 4.6(c) 4.6.3 below, prior to June 30, 2024the ten-year anniversary of the Initial Closing Date, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of Limited Partners holding of at least a majority of the voting power of the Outstanding Voting Units (excluding Voting Units held by the General Partner or its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (iA) an Affiliate of the General Partner (other than an individual) or (iiB) another Person (other than an individual) in connection with (A) the merger or consolidation of the General Partner with or into such another Person (other Person than an individual) or (B) the transfer by the General Partner of all or substantially all all, but not less than all, of its assets General Partner Interest to such another Person (other Personthan an individual). (b) 4.6.2 Subject to Section 4.6(c) 4.6.3 below, on or after June 30, 2024the ten-year anniversary of the Initial Closing Date, the General Partner may transfer all or any part of its General Partner Interest without Unitholder approval. (c) 4.6.3 Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, Agreement 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 or of any limited partner or member of any other Group Member under the laws of any such entity’s jurisdiction of formation and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group MemberPartner. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the such General Partner Interest, and the business of the Partnership shall continue without dissolution.

Transfer of the General Partner’s General Partner Interest. (a) Subject to Section 4.6(c) below, prior to June 30, 2024, below the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person or Entity unless such transfer is of all, but not less than all, of its General Partner Interest to (iA) an Affiliate of the General Partner (other than an individual) or (iiB) another Person (other than an individual) in connection with (A) the merger or consolidation of the General Partner with or into such another Person (other Person than an individual) or (B) the transfer by the General Partner of all or substantially all all, but not less than all, of its assets General Partner Interest to such another Person (other Person.than an individual). 18 (b) Subject to Section 4.6(c) below, on or after June 30, 2024, below the General Partner may transfer all or any part of its General Partner Interest without Unitholder approval. (c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, Agreement 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 or of any limited partner or member of any other Group Member under the laws of any such entity’s jurisdiction of formation and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group MemberPartner. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the such General Partner Interest, and the business of the Partnership shall continue without dissolution.

Transfer of the General Partner’s General Partner Interest. (a) Subject to Section 4.6(c) below, prior to June 30, 20242020, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of Limited Partners holding of at least a majority of the voting power of the Outstanding Voting Units (excluding Voting Units held by the General Partner or its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (iA) an Affiliate of the General Partner (other than an individual) or (iiB) another Person (other than an individual) in connection with (A) the merger or consolidation of the General Partner with or into such another Person (other Person than an individual) or (B) the transfer by the General Partner of all or substantially all all, but not less than all, of its assets General Partner Interest to such another Person (other Personthan an individual). (b) Subject to Section 4.6(c) below, on or after June 30, 20242020, the General Partner may transfer all or any part of its General Partner Interest without Unitholder approval. (c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, Agreement 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 or of any limited partner or member of any other Group Member under the laws of any such entity’s jurisdiction of formation and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group MemberPartner. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.3, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the such General Partner Interest, and the business of the Partnership shall continue without dissolution.

Transfer of the General Partner’s General Partner Interest. (a) Subject to Section 4.6(c) below, prior to June 30, 2024, the General Partner shall not transfer all or any part of its General Partner Interest to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units or (ii) is of all, but not less than all, of its General Partner Interest to (iA) an Affiliate of the General Partner (other than an individual) or (iiB) another Person (other than an individual) in connection with (A) the merger or consolidation of the General Partner with or into such other Person or (B) the transfer by the General Partner of all or substantially all of its assets to such other Person. (b) . Subject to Section 4.6(c) below, on or after June 30, 2024, the General Partner may transfer all or any part of its General Partner Interest without Unitholder approval. (c) . Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner or member of any other Group Member under the laws of any such entity’s jurisdiction of formation Delaware Act and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest of the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.310.2, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.