Common use of Transfer to Affiliates Clause in Contracts

Transfer to Affiliates. With the prior written consent of the other Partners, a Partner ("Transferring Partner") may sell, assign, transfer or dispose of all, or a portion, of its interest in the Partnership to any of its Affiliates as defined below; provided that, the other Partners ("Non-Transferring Partners") shall not unreasonably withhold consent thereto if the Transferring Partner: (i) enters into a guarantee of the liabilities and obligations of its Affiliate; (ii) indemnifies and holds harmless the Non-Transferring Partners, in form and substance satisfactory to the Non-Transferring Partners, against all costs and obligations of any nature whatsoever, including, without limitation, obligations under the Code and the Employee Retirement Income Security Act of 1974, as amended from time to time, such that the Non-Transferring Partners shall be in the same position as it would have been in if no such transfer had occurred, and (iii) satisfies the Non-Transferring Partners that such transfer will not result in a termination of the Partnership for Federal income tax purposes under Section 708(b) of the Code. Any Affiliate to which such right, title and interest shall be sold, assigned, transferred or disposed of shall execute a copy of this Agreement and such other documents as are necessary to assume all the duties, liabilities and obligations of the Transferring Partner concerning the Partnership. Thereupon, the Affiliate shall be a Partner in succession to the Transferring Partner, and the Transferring Partner shall cease to have any right, title or interest in, or duties, liabilities or obligations in respect of, the Partnership to the extent of any such transfer, except as provided above in this Section 11.2 or which may arise by operation of law. For purposes of this Agreement, the term "Affiliate" shall mean any individual, corporation, partnership or other entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another individual, corporation, partnership or other entity. For purposes of this Agreement the interest of any Affiliate assignee(s) of a Partner shall be aggregated with such Partner and the original named Partner and all Affiliate assignees of such Partner shall be treated as a single Partner.

Transfer to Affiliates. With the prior written consent of the other PartnersPartner, a Partner ("Transferring Partner") may sell, assign, transfer or dispose of all, or a portion, of its interest in the Partnership to any of its Affiliates as defined below; provided that, the other Partners Partner ("Non-Transferring PartnersPartner") shall not unreasonably withhold consent thereto if the Transferring Partner: (i) enters into a guarantee of the liabilities and obligations of its Affiliate; (ii) indemnifies and holds harmless the Non-Transferring PartnersPartner, in form and substance satisfactory to the Non-Transferring PartnersPartner, against all costs and obligations of any nature whatsoever, including, without limitation, obligations under the Code and the Employee Retirement Income Security Act of 1974, as amended from time to time, such that the Non-Transferring Partners Partner shall be in the same position as it would have been in if no such transfer had occurred, and (iii) satisfies the Non-Transferring Partners Partner that such transfer will not result in a termination of the Partnership for Federal income tax purposes under Section 708(b) of the Code. Any Affiliate to which such right, title and interest shall be sold, assigned, transferred or disposed of shall execute a copy of this Agreement and such other documents as are necessary to assume all the duties, liabilities and obligations of the Transferring Partner concerning the Partnership. Thereupon, the Affiliate shall be a Partner in succession to the Transferring Partner, and the Transferring Partner shall cease to have any right, title or interest in, or duties, liabilities or obligations in respect of, the Partnership to the extent of any such transfer, except as provided above in this Section 11.2 or which may arise by operation of law. For purposes of this Agreement, the term "Affiliate" shall mean any individual, corporation, partnership or other entity which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, another individual, corporation, partnership or other entity. For purposes of this Agreement the interest of any Affiliate assignee(s) of a Partner shall be aggregated with such Partner and the original named Partner and all Affiliate assignees of such Partner shall be treated as a single Partner.For