Common use of Transfers by Limited Partners Clause in Contracts

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. Except as otherwise set forth in this Article 12 and Article 13, a A Limited Partner may not sell, assign, transfer, pledge or hypothecate ("Transfer") Transfer all or ----------------------------- any part of its interest in Partnership Interest to an Assignee, provided the Partnership without Limited Partner first receives the prior written consent of the General Partner. The General An Assignee of a Limited Partner, in its sole discretion and with or without reasonable cause, may withhold its consent with or without reasonable cause 's Partnership Interest shall be admitted to any Transfer for which such consent is required. If the Partnership as a Limited Partner receives the prior consent of the General Partner, such Limited Partner may Transfer his interest in the Partnership if all the following conditions are satisfiedmet: (a) The Transfer is to a Qualified Purchaser and is with respect to one or more Unitsassigning Limited Partner so provides in the instrument of assignment; (b) The Transfer will not result General Partner consents in writing to the admission of the Assignee as a Limited Partner, which consent may be unreasonably withheld in the Partnership being considered a "publicly traded partnership" within the meaning of Section 7704 sole and absolute discretion of the CodeGeneral Partner; (c) The Limited Partner Assignee agrees in writing to be bound by the provisions of this Agreement and its transferee executethe Certificate, acknowledge and deliver to executes any and all documents reasonably deemed necessary by the General Partner such instruments to effectuate or evidence the admission of transfer and assignment with respect to such transaction as are in form and substance satisfactory the Assignee to the General Partnership as a Limited Partner; (d) Unless waived in writing If deemed necessary by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory is delivered to the Partnership and the General Partner, covering such securities in form, substance and tax laws from counsel satisfactory to the Partnership and other aspects of the General Partner, to the effect that: (i) the proposed Transfer does not require registration under the Act or any other applicable federal or state securities laws, including, in each case, the rules and regulations promulgated thereunder; and (ii) that such action will not cause the termination of the Partnership for federal income tax purposes or cause the Partnership not to be treated as the General Partner may reasonably requesta partnership for federal income tax purposes; (e) The Limited Assignee reimburses the General Partner furnishes to and the transferee a written statement showing Partnership for all reasonable costs and expenses (including reasonable attorney's fees) incurred by the name and taxpayer identification number of General Partner or the Partnership in such form connection with the Transfer and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; andadmission; (f) The Limited Partner pays the Partnership Assignee is not 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 minor 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 thereunderlegally incompetent.

Transfers by Limited Partners. Except as otherwise set forth in this Article 12 and Article 13, a A Limited Partner may not sell, assign, transfer, pledge or hypothecate ("Transfer") Transfer all or ----------------------------- any part of its interest in Partnership Interest to an Assignee, provided the Partnership without Limited Partner first receives the prior written consent of the General Partner. The General An Assignee of a Limited Partner, in its sole discretion and with or without reasonable cause, may withhold its consent with or without reasonable cause 's Partnership Interest shall be admitted to any Transfer for which such consent is required. If the Partnership as a Limited Partner receives the prior consent of the General Partner, such Limited Partner may Transfer his interest in the Partnership if all the following conditions are satisfiedmet: (a) The Transfer is to a Qualified Purchaser and is with respect to one or more Unitsassigning Limited Partner so provides in the instrument of assignment; (b) The Transfer will not result General Partner consents in writing to the admission of the Assignee as a Limited Partner, which consent may be unreasonably withheld in the Partnership being considered a "publicly traded partnership" within the meaning of Section 7704 sole and absolute discretion of the CodeGeneral Partner; (c) The Limited Partner Assignee agrees in writing to be bound by the provisions of this Agreement and its transferee executethe Certificate, acknowledge and deliver to executes any and all documents reasonably deemed necessary by the General Partner such instruments to effectuate or evidence the admission of transfer and assignment with respect to such transaction as are in form and substance satisfactory the Assignee to the General Partnership as a Limited Partner; (d) Unless waived in writing If deemed necessary by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory is delivered to the Partnership and the General Partner, covering such securities in form, substance and tax laws from counsel satisfactory to the Partnership and other aspects of the General Partner, to the effect that: (i) the proposed Transfer does not require registration under the Act or any other applicable federal or state securities laws, including, in each case, the rules and regulations promulgated thereunder; and (ii) that such action will not cause the termination of the Partnership for federal income tax purposes or cause the Partnership not to be treated as the General Partner may reasonably requesta partnership for federal income tax purposes; (e) The Limited Assignee reimburses the General Partner furnishes to and the transferee a written statement showing Partnership for all reasonable costs and expenses (including reasonable attorney's fees) incurred by the name and taxpayer identification number of General Partner or the Partnership in such form connection with the Transfer and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; andadmission; (f) The Limited Partner pays the Partnership Assignee is not 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 minor 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 thereunderlegally incompetent. ARTICLE VIII FISCAL MATTERS --------------

Transfers by Limited Partners. Except as otherwise set forth in this Article 12 and Article 1311, 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, Partner in its sole sale discretion and may withhold its consent to any transfer for which such consent is required 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 its may Transfer his sell its interest in the Partnership if the following conditions are satisfied: (a) The Transfer is to a Qualified Purchaser and sale, transfer or assignment is with respect to one (1) or more Units; (b) The Transfer will sale, transfer or assignment, when aggregated with any prior sales, transfers or assignments of Partnership interests, does not result in a sale or exchange within a twelve (12) month period of fifty percent (50%) or more of the Partnership being considered a "publicly traded partnership" total interests in the Partnership’s capital and profits within the meaning of Code Section 7704 of the Code708(b); (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 transfer as the General Partner may reasonably request; (e) The Limited Partner furnishes has furnished 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 PartnerPartner and/or the Partnership) in connection with such transaction. Any Limited Partner who thereafter Transfers sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such Transfer 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. Except as otherwise set forth in this Article 12 and Article 13, a A Limited Partner may not sell, assign, transfer, pledge or hypothecate ("Transfer") Transfer all or ----------------------------- any part of its interest in Partnership Interest to an Assignee, provided the Partnership without Limited Partner first receives the prior written consent of the General Partner. The General An Assignee of a Limited Partner, in its sole discretion and with or without reasonable cause, may withhold its consent with or without reasonable cause 's Partnership Interest shall be admitted to any Transfer for which such consent is required. If the Partnership as a Limited Partner receives the prior consent of the General Partner, such Limited Partner may Transfer his interest in the Partnership if all the following conditions are satisfiedmet: (a) The Transfer is to a Qualified Purchaser and is with respect to one or more Unitsassigning Limited Partner so provides in the instrument of assignment; (b) The Transfer will not result General Partner consents in writing to the admission of the Assignee as a Limited Partner, which consent may be unreasonably withheld in the Partnership being considered a "publicly traded partnership" within the meaning of Section 7704 sole and absolute discretion of the CodeGeneral Partner; (c) The Limited Partner Assignee agrees in writing to be bound by the provisions of this Agreement and its transferee executethe Certificate, acknowledge and deliver to executes any and all documents reasonably deemed necessary by the General Partner such instruments to effectuate or evidence the admission of transfer and assignment with respect to such transaction as are in form and substance satisfactory the Assignee to the General Partnership as a Limited Partner; (d) Unless waived in writing If deemed necessary by the General Partner, the Limited Partner delivers to the General Partner an opinion of counsel satisfactory is delivered to the Partnership and the General Partner, covering such securities in form, substance and tax laws from counsel satisfactory to the Partnership and other aspects of the General Partner, to the effect that: (i) the proposed Transfer does not require registration under the Act or any other applicable federal or state securities laws, including, in each case, the rules and regulations promulgated thereunder; and (ii) that such ac tion will not cause the termination of the Partnership for federal income tax purposes or cause the Partnership not to be treated as the General Partner may reasonably requesta partnership for federal income tax purposes; (e) The Limited Assignee reimburses the General Partner furnishes to and the transferee a written statement showing Partnership for all reasonable costs and expenses (including reasonable attorney's fees) incurred by the name and taxpayer identification number of General Partner or the Partnership in such form connection with the Transfer and together with such other information as may be required under Section 6050K of the Code and the Regulations thereunder; andadmission; (f) The Limited Partner pays the Partnership Assignee is not 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 minor 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 thereunderlegally incompetent.

Transfers by Limited Partners. Except as otherwise set forth in this Article 12 13 and Article 1314, a Limited Partner may not sell, assign, transfer, pledge or hypothecate ("Transfer") all or any part of its his interest in the Partnership without the prior written consent of the General Partner. The General Partner, Partner in its sole discretion and may withhold its consent to any transfer for which such consent is required 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 he may Transfer sell his interest in the Partnership if the following conditions are satisfied: (a) The Transfer sale, transfer or assignment is to a Qualified Purchaser and is with respect to one or more Units; (b) The Transfer sale, transfer or assignment will not result in the Partnership being considered a "“publicly traded partnership" ” within the meaning of Section 7704 of the Code7704; (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 transfer as the General Partner may reasonably request; (e) The Limited Partner furnishes has furnished 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 sells, assigns or otherwise transfers all or any portion of his interest in the Partnership shall promptly notify the General Partner of such Transfer 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.