Common use of Transfers by Limited Partners Clause in Contracts

Transfers by Limited Partners. Except as otherwise set forth in this Article 13 and Article 14, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of his interest in the Partnership without the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior consent of the General Partner, he may sell his interest in the Partnership if the following conditions are satisfied: (a) The sale, transfer or assignment is to a Qualified Purchaser and is with respect to one or more Units; (b) The sale, transfer or assignment will not result in the Partnership being considered a “publicly traded partnership” within the meaning of Section 7704; (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 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 sells, assigns or otherwise 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 13 12 and Article 1413, a Limited Partner may not sell, assign, transfer, pledge or hypothecate ("Transfer") all or any part of his its interest in the Partnership without the prior written consent of the General Partner. The General Partner Partner, in its sole discretion and with or without reasonable cause, may withhold its consent with or without reasonable cause to any transfer Transfer for which such consent is required with or without reasonable causerequired. If a Limited Partner receives the prior consent of the General Partner, he such Limited Partner may sell Transfer his interest in the Partnership if the following conditions are satisfied: (a) The sale, transfer or assignment Transfer is to a Qualified Purchaser and is with respect to one or more Units; (b) The sale, transfer or assignment Transfer will not result in the Partnership being considered a “"publicly traded partnership” " within the meaning of Section 77047704 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 Transfer as the General Partner may reasonably request; (e) The Limited Partner has furnished 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 sells, assigns or otherwise transfers 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 13 and Article 1411, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of his its interest in the Partnership without the prior written consent of the General Partner. The General Partner in its sole sale discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior consent of the General Partner, he its may sell his its interest in the Partnership if the following conditions are satisfied: (a) The sale, transfer or assignment is to a Qualified Purchaser and is with respect to one (1) or more Units; (b) The sale, transfer or assignment will 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 7704708(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 as the General Partner may reasonably request; (e) The Limited Partner 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 sells, assigns or otherwise 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 13 and Article 14, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of his its interest in the Partnership without the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior consent of the General Partner, he may sell his interest in the Partnership if the following conditions are satisfied: (a) The sale, transfer or assignment is to a Qualified Purchaser and is with respect to one or more Units; (b) The sale, transfer or assignment will 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 7704708(b) (provided that such a sale, transfer or assignment may be completed if Approved by the Partners); (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 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 sells, assigns or otherwise 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 13 12 and Article 1413, a Limited Partner may not sell, assign, transfer, pledge or hypothecate transfer all or any part of his its interest in the Partnership without the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. A Limited Partner may pledge or hypothecate or grant a security interest in his Units in connection with such Limited Partner’s acquisition of such Units if such Limited Partner has notified the General Partner in writing that such Limited Partner has taken such action. If a Limited Partner receives the prior consent of the General Partner, he may sell his interest in the Partnership if the following conditions are satisfied: (a) The sale, transfer or assignment is to a Qualified Purchaser and is with respect to one or more Units; (b) The sale, transfer or assignment will not result in the Partnership being considered a “publicly traded partnership” within the meaning of Section 77047704 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 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 sells, assigns or otherwise 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 13 and Article 1413, a Limited Partner may not sell, assign, transfer, pledge or hypothecate all or any part of his its interest in the Partnership without the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable cause. If a Limited Partner receives the prior written consent of the General Partner, he may sell his interest in the Partnership if the following conditions are satisfied: (a) The sale, transfer or assignment is to a Qualified Purchaser and is with respect to one or more Units; (b) The sale, transfer or assignment will 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 7704708(b) (provided that such a sale, transfer or assignment may be completed if Approved by the Board); (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 has furnished to the transferee a written statement showing the name and taxpayer identification number of the Partnership such transferee 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 sells, assigns or otherwise 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. (a) Except as otherwise set forth provided in this Article 13 and Article 14Section 10.7, a no Limited Partner may not sell, assign, transfer, pledge or hypothecate Transfer all or any part portion of his interest its Interest in the Partnership without except with the prior written consent of Partners holding at least 75% of the General total Capital Account balances of all Partners excluding the Limited Partner that desires to make the Transfer, which consent may be granted or withheld in the sole discretion of each such Partner. The General Any Transfer of an Interest in the Partnership which does not comply with this Section 10.1 shall be void as against the Partnership. Each Partner and each owner of an Economic Interest (as defined below) hereby acknowledges the reasonableness of the restrictions on the Transfer of an Interest (including, without limitation, an Economic Interest) imposed by this Article X in its sole discretion may withhold its consent to any transfer for which such consent is required with or without reasonable causeview of the Partnership's purposes and the relationship of the Partners and owners of Economic Interests. If Accordingly, the restrictions on Transfer contained in this Article X shall be specifically enforceable. Notwithstanding the foregoing, a Limited Partner receives the prior consent shall be free to Transfer such Limited Partner's right to receive distributions and allocations of the General Partner, he may sell his interest in Profit and Loss from the Partnership if (the following conditions are satisfied: (a) The sale"Economic Interest" of a Limited Partner), transfer provided that the transferee shall have no right to be admitted to the Partnership as an additional or assignment is to a Qualified Purchaser and is with respect to one or more Units;substitute Limited Partner. (b) The sale, transfer Concurrently with any Transfer of all or assignment will not result a portion of a Limited Partner's Economic Interest in the Partnership being considered which does not include a “publicly traded partnership” within Transfer at the meaning same time of Section 7704; (c) The all of such 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 Partner's corresponding Interest 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 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 including, without limitation, the voting rights of the General Partner) in connection with such transaction. Any Limited Partner who thereafter sellsattributable to the Transferred Economic Interest), assigns or otherwise transfers the Partnership may elect to purchase from the transferor Limited Partner, and upon such election the transferor Limited Partner shall sell to the Partnership, all or any portion of his interest such Limited Partner's remaining interests in the Partnership shall promptly notify attributable to the General Partner Transferred Economic Interest (including, without limitation, the voting rights of such transfer and shall furnish to the General Partner the name and address Limited Partner), for a purchase price of the transferee and such other information as may be required under Section 6050K of the Code and the Regulations thereunder$100.

Transfers by Limited Partners. Except as otherwise set forth in this Article 13 and Article 14, a A Limited Partner may not sell, assign, transfer, pledge or hypothecate Transfer all or ----------------------------- any part of his interest in its Partnership Interest to an Assignee, provided the Partnership without Limited Partner first receives the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent An Assignee of a Limited Partner's Partnership Interest shall be admitted to any transfer for which such consent is required with or without reasonable cause. If the Partnership as a Limited Partner receives the prior consent of the General Partner, he may sell his interest in the Partnership if all the following conditions are satisfiedmet: (a) The sale, transfer or assignment 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 saleGeneral Partner consents in writing to the admission of the Assignee as a Limited Partner, transfer or assignment will not result which consent may be unreasonably withheld in the Partnership being considered a “publicly traded partnership” within sole and absolute discretion of the meaning of Section 7704General 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 in form, substance and from counsel satisfactory to the Partnership and 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 securities and tax laws and other aspects action will not cause the termination of the proposed transfer 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 has furnished 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 sells, assigns minor or otherwise 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 thereunderlegally incompetent.

Transfers by Limited Partners. Except as otherwise set forth in this Article 13 and Article 14, a A Limited Partner may not sell, assign, transfer, pledge or hypothecate Transfer all or ----------------------------- any part of his interest in its Partnership Interest to an Assignee, provided the Partnership without Limited Partner first receives the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent An Assignee of a Limited Partner's Partnership Interest shall be admitted to any transfer for which such consent is required with or without reasonable cause. If the Partnership as a Limited Partner receives the prior consent of the General Partner, he may sell his interest in the Partnership if all the following conditions are satisfiedmet: (a) The sale, transfer or assignment 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 saleGeneral Partner consents in writing to the admission of the Assignee as a Limited Partner, transfer or assignment will not result which consent may be unreasonably withheld in the Partnership being considered a “publicly traded partnership” within sole and absolute discretion of the meaning of Section 7704General 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 in form, substance and from counsel satisfactory to the Partnership and 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 securities and tax laws and other aspects action will not cause the termination of the proposed transfer 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 has furnished 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 sells, assigns minor or otherwise 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 thereunderlegally incompetent. ARTICLE VIII FISCAL MATTERS --------------

Transfers by Limited Partners. Except as otherwise set forth in this Article 13 and Article 14, a A Limited Partner may not sell, assign, transfer, pledge or hypothecate Transfer all or ----------------------------- any part of his interest in its Partnership Interest to an Assignee, provided the Partnership without Limited Partner first receives the prior written consent of the General Partner. The General Partner in its sole discretion may withhold its consent An Assignee of a Limited Partner's Partnership Interest shall be admitted to any transfer for which such consent is required with or without reasonable cause. If the Partnership as a Limited Partner receives the prior consent of the General Partner, he may sell his interest in the Partnership if all the following conditions are satisfiedmet: (a) The sale, transfer or assignment 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 saleGeneral Partner consents in writing to the admission of the Assignee as a Limited Partner, transfer or assignment will not result which consent may be unreasonably withheld in the Partnership being considered a “publicly traded partnership” within sole and absolute discretion of the meaning of Section 7704General 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 in form, substance and from counsel satisfactory to the Partnership and 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 securities and tax laws and other aspects ac tion will not cause the termination of the proposed transfer 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 has furnished 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 sells, assigns minor or otherwise 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 thereunderlegally incompetent.

Transfers by Limited Partners. Except as otherwise set forth (a) Subject to any restrictions on transferability by operation of law or contained elsewhere in this Article 13 Agreement, and Article 14any other requirement of law imposed on the Partnership or the Limited Partners, a no Limited Partner may not sellshall Transfer, assignor enter into any Swap Transaction with respect to, transferany portion of its Partnership Units, pledge or hypothecate all or any part of his interest in the Partnership without the prior written consent of the General Partner. The Partner (which may be given or withheld by the General Partner in its sole discretion may withhold its consent to any transfer for which discretion; provided, that if such consent Transfer or Swap Transaction is required with or without reasonable cause. If from a Limited Partner receives to its Affiliate or a Permitted Transferee, such consent shall not be unreasonably withheld); provided, however, that, (x) subject to the prior 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, he may sell his interest in further that notwithstanding the Partnership if foregoing, such failure to respond within such time period shall not be deemed to be the following conditions are satisfied: (a) The sale, transfer or assignment is General Partner’s consent to any Transfer to a Qualified Purchaser and is with respect to one or more Units;Competitor. (b) The sale, transfer or assignment Each Limited Partner agrees that it will not result in Transfer, or enter into any Swap Transaction with respect to, Partnership Units prior to delivery to the Partnership being 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 Limited Partner of its Partnership Units, whether voluntary or by operation of law, shall be considered a “Transfer. (d) Any Limited Partner making a Transfer or entering into a Swap Transaction permitted hereunder shall be required to pay any and all filing and recording fees, fees of counsel and accountants and other costs and expenses incurred by the Partnership as a result of such Transfer or such Swap Transaction. (e) No Transfer or Swap Transaction by a Limited Partner permitted hereunder shall relieve the transferring Limited Partner of any of its obligations or liabilities under this Agreement arising prior to or in connection with consummation of such Transfer or Swap Transaction. (f) In connection with each Transfer or Swap Transaction permitted hereunder, the Limited Partner making the Transfer or entering into a Swap Transaction and the transferee shall deliver to the Partnership such other documents and instruments as the Partnership reasonably may request to confirm that such Transfer or Swap Transaction is in compliance with the terms and conditions of this Agreement. (g) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer shall be permitted (i) if such Transfer is in violation, or could be deemed to be in violation, of applicable securities, ERISA, antitrust or other laws, (ii) if such Transfer could require any licensing, regulatory consent, registration or other significant regulatory proceeding, (iii) if such Transfer could have the effect of causing the Partnership, Parent or any of their respective Subsidiaries (or any successors thereof) to become a publicly traded partnership” partnership (within the meaning of Section 7704; 7704 of the Code), (civ) The Limited Partner and its transferee execute, acknowledge and deliver to if the General Partner determines that such instruments of transfer and assignment with respect Transfer would reasonably be expected to such transaction as are in form and substance satisfactory to the General Partner; (d) Unless waived in writing by have an adverse regulatory impact on Partnership, the General Partner, Parent or any of their respective Affiliates or (v) if such Transfer is to a Competitor. (h) Any transferee of any Securities of any Other Partner shall have all the Limited Partner delivers to rights and be bound by all of the General Partner an opinion obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of counsel satisfactory to the General such Other Partner, covering except that no such securities and tax laws and transferee, other aspects than a transferee who is an Affiliate of the proposed transfer as the General Partner may reasonably request; (e) The Limited Partner 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 Other Partner, shall have any rights 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 sells, assigns or otherwise 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 thereunder9.5.