Transfers by Limited Partners. Each Limited Partner shall, subject to the provisions of this Section 8.2 and Section 8.4 hereof, have the right to transfer all or a portion of its Units to any Person, whether or not in connection with the exercise of the Rights. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such transferred Units and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner in its reasonable discretion. Upon such transfer, the transferee shall be admitted as a substituted limited partner as such term is defined in the Act (the “Substituted Limited Partner”) and shall succeed to all of the rights of the transferor Limited Partner under this Agreement in the place and stead of such transferor Limited Partner; provided, however, that notwithstanding the foregoing, any transferee of any transferred Units, to the extent such transferee is entitled to exercise Rights under the Rights Agreement, shall be subject to any and all ownership limitations contained in the Charter which may limit or restrict such transferee’s ability to exercise the Rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary transfer, by operation of law or otherwise, shall have rights hereunder, other than to receive such portion of the distributions made by the Partnership as are allocable to the Units transferred.
Transfers by Limited Partners. Except as set forth in this Article 17 (Transfers; Substitute Partners), no Partner may Transfer all or any of its Interest.
Transfers by Limited Partners. The prohibition on Transfers set forth in Subsection 11.1 above shall not be applicable to the following:
(a) The Transfer by a Limited Partner of all or a part of his Partnership Interest(s) to any person with the written consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion;
(b) The Transfer by the General Partner of its limited partnership interest, if any, at any time and from time to time, to such person or persons, in such amounts, as the General Partner may, in its sole discretion, determine;
Transfers by Limited Partners. Except as otherwise set forth in this Article 12 and Article 13, a Limited Partner may not sell, assign, transfer, pledge or hypothecate ("Transfer") all or any part of its interest in the Partnership without the prior written consent of the General Partner. The General Partner, in its sole discretion and with or without reasonable cause, may withhold its consent with or without reasonable cause to any Transfer for which such consent is required. If a Limited Partner receives the prior consent of the General Partner, such Limited Partner may Transfer his interest in the Partnership if the following conditions are satisfied:
(a) The Transfer is to a Qualified Purchaser and is with respect to one or more Units;
(b) The Transfer will not result in the Partnership being considered a "publicly traded partnership" within the meaning of Section 7704 of the Code;
(c) The Limited Partner and its transferee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance satisfactory to the General Partner;
(d) Unless waived in writing by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory to the General Partner, covering such securities and tax laws and other aspects of the proposed Transfer as the General Partner may reasonably request;
(e) The Limited Partner furnishes to the transferee a written statement showing the name and taxpayer identification number of the Partnership in such form and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; and
(f) The Limited Partner pays the Partnership a transfer fee that is sufficient to pay all reasonable expenses of the Partnership (which shall include any and all expenses of the General Partner) in connection with such transaction. Any Limited Partner who thereafter Transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such Transfer and shall furnish to the General Partner the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder.
Transfers by Limited Partners. No Limited Partner may sell, exchange, encumber, pledge, gift, distribute, assign or transfer all or any part of its Units except (i) with the consent of the General Partner, (ii) to Affiliate entities that are under 100% common control with the transferring Limited Partner (in which case the transferring Limited Partner will be and remain liable for any and all obligations of the transferee Affiliate) and (iii) in cash sales pursuant to and as provided in Section 8.3.
Transfers by Limited Partners. (a) Subject to any restrictions on transferability by operation of law or contained elsewhere in this Agreement, and any other requirement of law imposed on the Partnership or the Limited Partners, no Limited Partner shall Transfer, or enter into any Swap Transaction with respect to, any portion of its Partnership Units, without the prior written consent of the General Partner (which may be given or withheld by the General Partner in its sole discretion; provided, that if such Transfer or Swap Transaction is from a Limited Partner to its Affiliate or a Permitted Transferee, such consent shall not be unreasonably withheld); provided, however, that, (x) subject to the requirements set forth in Section 8.2(b) to (g) below, such consent of the General Partner shall not be required with respect to a Transfer by a Limited Partner of Partnership Units (i) to the Partnership, Parent or any of their respective Subsidiaries, (ii) pursuant to and in conformity with Section 9.2 hereof or (iii) upon the pledging of such Partnership Units as collateral in connection with the debt financing provided or arranged with respect to the acquisition of such Partnership Units by such Limited Partner, and (y) the failure of the General Partner to respond within fifteen (15) Business Days of such a request made in writing shall constitute such consent of the General Partner; provided, further that notwithstanding the foregoing, such failure to respond within such time period shall not be deemed to be the General Partner’s consent to any Transfer to a Competitor.
(b) Each Limited Partner agrees that it will not Transfer, or enter into any Swap Transaction with respect to, Partnership Units prior to delivery to the Partnership of evidence in form and substance reasonably satisfactory to the Partnership including, if required by the General Partner, an opinion of counsel, to the effect that such Transfer or Swap Transaction will be in compliance with the Securities Act and any applicable state or other securities laws.
(c) Each Limited Partner agrees, upon the reasonable request of the General Partner, to execute such certificates or other documents and perform such acts as the Partnership deems appropriate to preserve the status of the Partnership as a limited partnership after the completion of any Transfer of Partnership Units of such Limited Partner under the laws of any jurisdiction that is applicable to such Transfer. For purposes of this Section 8.2(c), any Transfer by a Limit...
Transfers by Limited Partners. No Limited Partner may Transfer any part of its Partnership Interest except in accordance with the provisions of this SECTIONS 9.2 and 9.
Transfers by Limited Partners. Each Limited Partner shall not, sell, assign, transfer, pledge, hypothecate, grant a security interest in, encumber or in any other manner dispose of all or any part of his or its interest in and to the Limited Partnership, its capital, profits and losses, without (a) the prior written consent of the General Partner which can be withheld in its sole and absolute discretion; (b) statement from the transferee of such Limited Partner's interest that the transferee intends to hold such interest for investment purposes, and (c) an opinion of his or it's counsel, in form and substance reasonably acceptable to the General Partner, to the effect that such transfer shall not (1) violate or cause the Limited Partnership or the General Partner to violate any applicable Federal, state or local securities law, regulation or interpretive ruling, and (2) shall not cause a termination of the Limited Partnership for the purposes of any applicable Federal, state or local tax law, regulation or interpretive ruling. In the event that any Limited Partner at any time attempts to make a sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or other disposition of his or its interest in and to the Limited Partnership, its capital, profits and losses, or any part thereof, in violation of the provisions of this Agreement, the other Partners or any one of them, shall in addition to all other rights and remedies which they may have in law, in equity or under the provisions of this Agreement, be entitled to a decree or order restraining and enjoining such attempted sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or other disposition, and the offending Partner shall not plead in defense thereto that there would be an adequate remedy at law, it being recognized and agreed that the injury and damage resulting from such a breach would be impossible to measure monetarily. Any transfer made in violation of the provisions of this Agreement shall be void ab initio. Further, no Limited Partner may sell, assign, transfer, pledge, hypothecate, grant a security interest in, encumber or in any other manner dispose of all or any part of his or its interest in the Partnership, its capital, profits or losses except by delivery of the Unit Certificate representing his interest in the Partnership as specified in Section 14.22.
Transfers by Limited Partners. Issuance of Additional Partnership Units and Preferred Units...................................................
Transfers by Limited Partners. No Limited Partner shall sell, assign, pledge, encumber, or otherwise dispose of all or any portion of its Partnership Interest to any transferee without the consent of the General Partner, which consent shall not be unreasonably withheld; provided, however that each Limited Partner may at any time, without the consent of the General Partner, transfer all or a portion of its Partnership Interest to an Affiliate of such Limited Partner, subject to the provisions of this Section 9.2 and Section 9.4
