Common use of Transferability of Units Clause in Contracts

Transferability of Units. A. Units are generally transferable, provided, however, that a transfer of Units shall be prohibited if one of the following restrictions applies and, as. to (i), (ii), (iii) and (iv), the prohibition on transfer is supported by an opinion of counsel: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of twelve (12) consecutive months prior thereto, would result in the Partnership being considered to have terminated within the meaning of Section 708(b)(1)(A) of the Code. The General Partner shall give Notification to all Investors in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if the transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Partnership or would cause the Partnership to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if such transfer would cause the Partnership to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. Each Investor agrees not to transfer, and agrees that the Partnership shall not recognize for any purpose any transfer on or through a listing on a securities exchange, over-the-counter market or secondary market or any transfer to or from a dealer in securities or partnership interests or other market maker, or any transfer arranged through or facilitated by means of an interdealer quotation system, information system or other facility that may create the equivalent of a secondary market in partnership interests, unless counsel to the Partnership is of the opinion that such transfers will not result in the partnership becoming taxable as a corporation or a publicly traded partnership. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee would hold (a) a number of Units not evenly divisible by four, or (b) less than 200 Units, except for Individual Retirement Accounts, or (c) less than 80 Units in the case of Individual Retirement Accounts, provided, however, that any such transferor may hold zero Units. (v) No transfer or assignment of any Unit shall be made if it would result in the assets of the Partnership being treated as "plan assets" or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (vi) No transfer or assignment of a Unit shall be made to a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). B. An Investor or Limited Partner desiring or intending to transfer such Person's Units must provide Notification to the General Partner of such desire or intent at least forty-five (45) days, or such other shorter period as the General Partner in its sole discretion may permit, prior to such transfer. C. In order to record a transfer on its books and records, the Partnership may require such evidence of transfer or assignment and authority of the transferor or assignor (including signature guarantees), evidence of the transferee's suitability under state securities laws, and the written acceptance and adoption by the transferee of the provisions of this Agreement, as the General Partner may determine. The General Partner may charge a transfer fee sufficient to cover all reasonable expenses connected with such transfer (with no profit to any party in the transaction) which fee shall not exceed $200. D. In no event shall an Investor be permitted to transfer a fraction of a Unit. E. Upon the transfer of any Units (other than the conversion to Limited Partnership Interests pursuant to Section 7.5), the Preferred Return with respect to such Units win be calculated as of the first day of the calendar quarter following the final closing for the sale of Units. For purposes of this Agreement, an assignment of any Units shall be deemed to be a transfer.

Transferability of Units. A. Units are generally transferable, provided, however, that a transfer of Units shall be prohibited if one of the following restrictions applies and, as. to (i), (ii), (iii) and (iv), the prohibition on transfer is supported by an opinion of counselapplies: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of twelve (12) consecutive months prior thereto, would would, in the opinion of counsel for the Partnership, result in the Partnership being considered to have terminated within the meaning of Section 708(b)(1)(A) of the Code. The General Partner shall give Notification to all Investors in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if a counsel for the Partnership is of the opinion that the particular transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Partnership or would cause the Partnership to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if in the opinion of Counsel to the Partnership such transfer would cause the Partnership to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. Each Investor agrees not to transfer, and agrees that the Partnership shall not recognize for any purpose any transfer on or through a listing on a securities exchange, over-the-counter market or secondary market or any transfer to or from a dealer in securities or partnership interests or other market maker, or any transfer arranged through thrugh or facilitated by means of an interdealer quotation system, information system or other facility that may create the equivalent of a secondary market in partnership interests, unless counsel to the Partnership is of the opinion that such transfers will not result in the partnership becoming taxable as a corporation or a publicly traded partnership. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee would hold (a) a number of Units not evenly divisible by four, or (b) less than 200 Units, except for Individual Retirement Accounts, or (c) less than 80 Units in the case of Individual Retirement Accounts, provided, however, that any such transferor or transferee may hold zero Units. (v) No transfer or assignment of any Unit shall be made if it would result in the assets of the Partnership being treated as "plan assets" or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (vi) No transfer or assignment of a Unit shall be made to a foreign person under the Code or a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). B. An Investor or Limited Partner desiring or intending to transfer such Person's Units must provide Notification to the General Partner of such desire or intent at least forty-five (45) days, or such other shorter period as the General Partner in its sole discretion may permit, prior to such transfer. C. In order to record a transfer trade on its books and records, the Partnership may require such evidence of transfer or assignment and authority of the transferor or assignor (including signature guarantees), evidence of the transferee's suitability under state securities laws, and the written acceptance and adoption by the transferee of the provisions of this Agreement, as the General Partner may determine. The General Partner may charge a transfer fee sufficient to cover all an reasonable expenses connected with such transfer (with no profit to any party in the transaction) which fee shall not exceed $200). D. C. In no event shall an Investor be permitted to transfer a fraction of a Unit. E. Upon the transfer of any Units (other than the conversion to Limited Partnership Interests pursuant to Section 7.5), the Preferred Return with respect to such Units win be calculated as of the first day of the calendar quarter following the final closing for the sale of Units. For purposes of this Agreement, an assignment of any Units shall be deemed to be a transfer.

Transferability of Units. A. Units are generally shall be freely transferable, providedexcept that the General Partners may prohibit any transfer which does not comply with Section 7.2B. B. Prior to the listing of the Units on a securities exchange or on NASDAQ, however, that a transfer of Units a Unit shall be prohibited if any one of the following transfer restrictions applies and, as. to (i), (ii), (iii) and (iv), the prohibition on transfer is supported by an opinion of counselapplies: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of twelve (12) 12 consecutive months prior thereto, would would, in the opinion of counsel for the Partnership, result in the Partnership being considered to have terminated within the meaning of Section 708(b)(1)(A) 708 of the Code. The General Partner Partners shall give Notification to all Investors Unitholders in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if a counsel for the Partnership is of the opinion that the particular transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Partnership or would cause the Partnership to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if such transfer would cause the Partnership to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. Each Investor agrees not to transfer, and agrees that the Partnership shall not recognize for any purpose any transfer on or through a listing on a securities exchange, over-the-counter market or secondary market or any transfer to or from a dealer in securities or partnership interests or other market maker, or any transfer arranged through or facilitated by means of an interdealer quotation system, information system or other facility that may create the equivalent of a secondary market in partnership interests, unless counsel to the Partnership is of the opinion that such transfers will not result in the partnership becoming taxable as a corporation or a publicly traded partnership. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee trans- feree would hold (a) less than 200 Units, unless such transferor would own zero Units or (b) a number of Units not evenly divisible by four, or (b) less than 200 Units, except for Individual Retirement Accounts, or (c) less than 80 Units in the case of Individual Retirement Accounts, provided, however, that any such transferor may hold zero Units. (viv) No transfer or assignment of any Unit shall be made if it would result in the assets of the Partnership being treated as "plan assets" or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (viv) No transfer or assignment of a Unit shall be made to a non-resident alien or a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). B. An Investor or Limited Partner desiring or intending to transfer such Person's Units must provide Notification to the General Partner of such desire or intent at least forty-five (45) days, or such other shorter period as the General Partner in its sole discretion may permit, prior to such transfer. C. In order to record a transfer trade on its books and records, the Partnership may require such evidence of transfer or assignment and authority of the transferor or assignor (including signature guarantees), an opinion of counsel to the effect that there has been no violation of federal or state securities laws in the assignment or transfer, and evidence of the transferee's suitability under state securities laws, and the written acceptance and adoption by the transferee of the provisions of this Agreement, as the General Partner Partners may determine. The Administrative General Partner may charge a transfer fee (not to exceed $100) sufficient to cover all reasonable expenses connected with such transfer (with no profit to any party in the transaction) which fee shall not exceed $200transfer. D. In no event shall an Investor a Unitholder be permitted to transfer a fraction of a Unit. Notwithstanding any other provision to the contrary, a Unitholder may not transfer a Unit to any Person treated as a foreign person under the Code. E. Upon the transfer of any Units (other than the conversion to Limited Partnership Interests pursuant to Section 7.5), the Preferred Return with respect to such Units win be calculated as of the first day of the calendar quarter following the final closing for the sale of Units. For purposes of this Agreement, an assignment of any Units shall be deemed to be a transfer.

Transferability of Units. A. Transfers or assignments of Units are generally transferable, provided, however, that subject to the consent of the General Partners. B. The General Partners shall consent to a transfer of Units a Unit except the General Partners shall be prohibited not consent if one or more of the following transfer restrictions applies and, as. to (i), (ii), (iii) and (iv), the prohibition on transfer is supported by an opinion of counselapplies: (i) No sale or exchange of any Units shall be made if the Units sought to be sold or exchanged, when added to the total of all other Units sold or exchanged within a period of twelve (12) 12 consecutive months prior thereto, would would, in the opinion of counsel for the Fund, result in the Partnership Fund being considered to have terminated within the meaning of Section 708(b)(1)(A) 708 of the Code. The General Partner Partners shall give Notification to all Investors in the event that sales or exchanges should be suspended for this reason. All deferred sales or exchanges shall be made (in chronological order to the extent practicable) as of the first day of the fiscal year beginning after the end of any such 12-month period, subject to the provisions of this Article VII. (ii) No transfer or assignment of any Unit shall be made if a counsel for the Fund is of the opinion that the particular transfer or assignment would be in violation of any federal or state securities laws (including any investment suitability standards) applicable to the Partnership Fund or would cause the Partnership Fund to be classified other than as a partnership for federal income tax purposes. (iii) No transfer or assignment of any Unit shall be made if if, in the opinion of counsel to the Fund, such transfer would cause the Partnership Fund to be treated as a "publicly traded partnership" under Sections 7704 and 469(k) of the Code. Each Investor agrees not to transfer, and agrees that the Partnership shall not recognize for any purpose any transfer on or through a listing on a securities exchange, over-the-counter market or secondary market or any transfer to or from a dealer in securities or partnership interests or other market maker, or any transfer arranged through or facilitated by means of an interdealer quotation system, information system or other facility that may create the equivalent of a secondary market in partnership interests, unless counsel to the Partnership is of the opinion that such transfers will not result in the partnership becoming taxable as a corporation or a publicly traded partnership. (iv) No transfer or assignment of Units shall be made after which any transferor or transferee would hold (a) less than 200 Units, unless such transferor would own zero Units or (b) a number of Units not evenly divisible by four, or (b) less than 200 Units, except for Individual Retirement Accounts, or (c) less than 80 Units in the case of Individual Retirement Accounts, provided, however, that any such transferor may hold zero Units. (v) No transfer or assignment of any Unit shall be made if it would result in the assets of the Partnership Fund being treated as "plan assets" or the transactions contemplated hereunder to be prohibited transactions under ERISA or the Code. (vi) No transfer or assignment of a Unit shall be made to a foreign person under the Code or a minor or incompetent (unless such transfer or assignment shall be made to a legal guardian on such person's behalf). B. An Investor (vii) No transfer or Limited Partner desiring assignment shall be made if such transfer or intending assignment would result in the Fund being disqualified to transfer such Person's Units must provide Notification to participate in any government program involving the business of the Fund or in the opinion of the General Partner Partners would otherwise adversely impact upon the business or operations of such desire or intent at least forty-five (45) days, or such other shorter period as the General Partner in its sole discretion may permit, prior to such transferFund. C. In order to record a transfer trade on its books and records, the Partnership Fund may require such evidence of transfer or assignment and authority of the transferor or assignor (including signature guarantees), an opinion of counsel to the effect that there has been no violation of federal or state securities laws in the assignment or transfer, evidence of the transferee's suitability under state securities laws, and the written acceptance and adoption by the transferee of the provisions of this Agreement, as the General Partner Partners may determine. The Administrative General Partner may charge a transfer fee (not to exceed $100) sufficient to cover all reasonable expenses connected with such transfer (with no profit to any party in the transaction) which fee shall not exceed $200transfer. D. In no event shall an Investor be permitted to transfer a fraction of a Unit. E. Upon the transfer of any Units (other than the conversion to Limited Partnership Interests pursuant to Section 7.5), the Preferred Return with respect to such Units win be calculated as of the first day of the calendar quarter following the final closing for the sale of Units. For purposes of this Agreement, an assignment of any Units shall be deemed to be a transfer.