Common use of Transfers by Limited Partners Clause in Contracts

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 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 (within the meaning of Section 7704 of the Code), (iv) if the General Partner determines that such Transfer would reasonably be expected to 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 rights and be bound by all of the obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of such Other Partner, except that no such transferee, other than a transferee who is an Affiliate of such Other Partner, shall have any rights under Section 9.5.

Transfers by Limited Partners. (a) Subject At all times prior 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 PartnersTransfer Restriction End Date, no Limited Partner shall Transfer, may Transfer all or enter into any Swap Transaction with respect to, any portion of its Class A Units without the prior written consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole discretion, subject to the terms of the General Partner LLC Agreement, provided that the General Partner shall not withhold such consent in the case of a Transfer to an Affiliate of such Limited Partner or a Transfer pursuant to an exercise by a creditor or lender of such Limited Partner of an equity pledge of such Limited Partner’s Class A Units, as long as such Affiliate, creditor, or lender, as applicable, is a Qualified Transferee. A Limited Partner may Transfer, to any Person that is a Qualified Transferee, all or a portion of such Limited Partner’s Class A Units at any time following the Transfer Restriction End Date, provided that, with respect to any Limited Partner other than the Initial Limited Partner, if such Limited Partner Transfers less than all of such Limited Partner’s Class A Units, then, unless otherwise agreed in writing by the General Partner, such Limited Partner shall (i) be required to hold at least 100 Class A Units after giving effect to such Transfer, and (ii) Transfer at least 100 Class A Units to such Qualified Transferee pursuant to such Transfer, and provided, further, that, with respect to the Initial Limited Partner, unless otherwise agreed by a Majority in Interest, if the Initial Limited Partner Transfers less than all of the Initial Limited Partner’s Class A Units, then the Initial Limited Partner shall be required to hold at least 100 Class A Units after giving effect to such Transfer. Any Transfer of Class A Units pursuant to this Section 4.6(a) shall be subject to the terms and conditions set forth in Section 4.6(c). Notwithstanding the foregoing, all Transfers of Class A Units by a Limited Partner shall be subject to the consent of a lender or any Person that provides financing or related commitments to the Partnership or its Affiliates to the extent such consent is required in connection therewith. Except for (A) Transfers in the case of an exercise by a creditor or lender of the Initial Limited Partner of an equity pledge of the Initial Limited Partner’s Class B Units, or (B) Transfers of Class B Units by the Initial Limited Partner to one or more of its Affiliates, the Initial Limited Partner shall not be permitted, without the prior written consent of the General Partner (which may be given or withheld by Partner, subject to the terms of the General Partner in its sole discretion; providedLLC Agreement, that if to Transfer any of the Class B Units, unless and until such Transfer Class B Units are converted into Class C Units pursuant to Section 4.3(a)(ii)(B) or Swap Transaction is from a Class D Units pursuant to Section 4.3(a)(iii)(B), as applicable, and then such Units are further converted into Class A Units pursuant to Section 4.3(a)(ii)(D) or 4.3(a)(iii)(D), as applicable. A Limited Partner to its Affiliate or a Permitted Transferee, such consent shall not be unreasonably withheldpermitted to Transfer any of its Class C Units or Class D Units unless and until (1) in the case of any Class C Units, such Class C Units are converted into Class A Units pursuant to Section 4.3(a)(ii)(D); provided, howeverand (2) in the case of any Class D Units, thatsuch Class D Units are converted into Class A Units pursuant to Section 4.3(a)(iii)(D), (x) in each case, without the express prior written consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole discretion, subject to the requirements set forth in Section 8.2(b) to (g) belowterms of the General Partner LLC Agreement, such consent of provided that the General Partner shall not be required with respect to withhold such consent in the case of 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 Affiliate of such Limited Partner under the laws of any jurisdiction that is applicable or a Transfer pursuant to such Transfer. For purposes of this Section 8.2(c), any Transfer an exercise by a creditor or lender of such Limited Partner of its Partnership an equity pledge of such Limited Partner’s Class C Units or Class D Units, whether voluntary or by operation of lawas applicable, 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 feesas long as such Affiliate, 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 violationcreditor, or could be deemed to be in violationlender, of applicable securitiesas applicable, 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 is a publicly traded partnership (within the meaning of Section 7704 of the Code), (iv) if the General Partner determines that such Transfer would reasonably be expected to 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 CompetitorQualified Transferee. (h) Any transferee of any Securities of any Other Partner shall have all the rights and be bound by all of the obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of such Other Partner, except that no such transferee, other than a transferee who is an Affiliate of such Other Partner, shall have any rights under Section 9.5.

Transfers by Limited Partners. (a) Subject to any restrictions on transferability by operation the provisions of law or contained elsewhere in this Agreement, Sections 9.2(b) and any other requirement of law imposed on the Partnership or the Limited Partners9.2(d), no Limited Partner shall Transfer, have the right to transfer 39 all or enter into any Swap Transaction with respect to, any portion of its Partnership UnitsInterest prior to June 23, 1995. Thereafter, no such transfer may be made of any of such Limited Partner's rights as a Limited Partner without the prior written consent of the General Partner (Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion; provided. Notwithstanding the foregoing, that if no Rousx Xxxior Executive may transfer any Partnership Interest, or any rights as a Limited Partner, or any Shares prior to June 23, 1997 other than the following: (i) after June 23, 1995 such Transfer person may transfer up to 20% of the aggregate Partnership Interests and Shares issued to such person on or Swap Transaction is from after June 23, 1994, and (ii) after June 23, 1996 such person may transfer up to 50% of the aggregate Partnership Interests and Shares issued to such person on or after June 23, 1994. In addition to the restrictions on transfer set forth in this Section 9.2, any transfer of Partnership Interests or Shares by a Special Indemnitor shall be subject to the provisions of Section 13.3(a) hereof. Any purported transfer of a Partnership Interest or Share by a Limited Partner to its Affiliate or a Permitted Transferee, such consent in violation of this Section 9.2(a) shall be void ab initio and shall not be unreasonably withheld); provided, however, that, given effect for any purpose by the Partnership. (xb) Notwithstanding the provisions of Section 9.2(a) (but subject to the requirements set forth in provisions of Section 8.2(b9.3) to (g) belowa Limited Partner, such whether or not a Rousx Xxxior Executive or a Special Indemnitor may transfer, with or without the consent of the General Partner shall not be required with respect all or a portion of its Partnership Interests to a Transfer by a Limited Partner of Partnership Units (i) to a member of such transferor's Immediate Family, or a trust for the Partnership, Parent or any benefit of their respective Subsidiaries, a member of such transferor's Immediate Family and (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 if such Limited PartnerPartner is a trust, 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 Partnerone or more beneficiaries thereof; provided, further that notwithstanding the foregoing, such failure to respond within such time period shall not be deemed any Partnership Interest permitted to be the General Partner’s consent transferred pursuant to any Transfer this Section 9.2(b) shall remain subject to a Competitor. (b) Each Limited Partner agrees that it will not Transferall provisions of this Agreement, 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 Partnerwithout limitation, an opinion of counsel, to the effect that such Transfer or Swap Transaction will be in compliance with the Securities Act Section 9.2 and any applicable state or other securities lawsArticle XIII hereof. (c) Each No Limited Partner agrees, upon shall have the reasonable request of the General Partner, right to execute such certificates or other documents and perform such acts substitute a transferee 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 in his place. The General Partner shall, however, have the right to consent to the admission of its Partnership Units, whether voluntary or by operation a transferee 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 the interest 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 pursuant to this Section 9.2 as a substituted limited partner (as such term is used in the transferring Limited Act), which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee 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) interests to become a publicly traded partnership (within substituted limited partner shall not give rise to any cause of action against the meaning of Section 7704 of the Code), (iv) if the General Partner determines that such Transfer would reasonably be expected to have an adverse regulatory impact on Partnership, the General Partner, Parent Partnership or any of their respective Affiliates or (v) if such Transfer is to Partner. A transferee who has been admitted as a Competitor. (h) Any transferee of any Securities of any Other Partner substituted limited partner in accordance with this Article IX shall have all the rights and powers and be bound by subject to all the restrictions and liabilities of a Limited Partner under this Agreement. (d) If the obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of such Other General Partner, except that no such transfereein its sole and absolute discretion, other than a transferee who is an Affiliate does not consent to the admission of such Other Partner, shall have any rights under Section 9.5.any

Transfers by Limited Partners. Except as expressly permitted in this Section 9.2 (a) Subject to any restrictions on transferability a "Permitted Transfer"), no Limited Partner shall, voluntarily or involuntarily, whether by operation of law or contained elsewhere in this Agreementother otherwise, and any other requirement of law imposed on the Partnership or the Limited Partners, no Limited Partner shall Transfer, Transfer or enter into any Swap Transaction with respect to, agreement or commitment to Transfer all or any portion of its Partnership Units, without the prior written consent of the General Partner (which may Interest to any Person and any attempt to do so shall 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 null and void ab initio and shall not be unreasonably withheld)given effect by the Partnership. A Permitted Transfer may be made only in accordance with and subject to the restrictions and limitations set forth in Sections 9.3, 9.4, and 9.5. 1. Any Limited Partner may Transfer all or any portion of its Economic Interest to an Affiliate of such Limited Partner; provided, however, thatthat contemporaneously with such Transfer, (x) subject the Transferee Affiliate and the transferring Limited Partner shall represent in writing to the requirements Partnership and the other Partners that they will remain Affiliates after such Transfer for so long as either the transferring Limited Partner or the Transferee Affiliate continues to hold any Interest; and provided further, that the Transferee Affiliate shall not be admitted to the Partnership as a Substitute Limited Partner except in accordance with the procedures 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) 9.5. 2. Subject to the Partnership, Parent or any right of their respective Subsidiaries, (ii) first refusal granted to KP-LP pursuant to and Section 9.6, AVLP may at any time Transfer, in conformity with Section 9.2 hereof one or more Transfers, to one or more Persons, a portion of its Economic Interest not exceeding in the aggregate fifty percent (iii50%) 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 Partnerthereof; provided, further however, that notwithstanding the foregoing, no Transferee of such failure portion shall be admitted 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 Substitute Limited Partner except in accordance with the completion procedures set forth in Section 9.5. 3. Subject to the right of first refusal granted to AVLP pursuant to Section 9.6, KP-LP may at any Transfer time Transfer, in one or more Transfers, to one or more Persons, a portion of Partnership Units its Economic Interest not exceeding in the aggregate fifty percent (50%) thereof; provided, however, that no Transferee 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, portion shall be considered a Transfer. (d) Any Limited Partner making a Transfer or entering into a Swap Transaction permitted hereunder shall be required admitted 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 Substitute Limited Partner permitted hereunder shall relieve the transferring Limited Partner of any of its obligations or liabilities under this Agreement arising prior to or except 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 accordance with the terms and conditions of this Agreement. (g) Notwithstanding anything to the contrary procedures 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 (within the meaning of Section 7704 of the Code), (iv) if the General Partner determines that such Transfer would reasonably be expected to 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 rights and be bound by all of the obligations hereunder, including, without limitation, the irrevocable proxy contained in Section 14.14 hereof, of such Other Partner, except that no such transferee, other than a transferee who is an Affiliate of such Other Partner, shall have any rights under Section 9.5.