Common use of Transfers of Partnership Interests Clause in Contracts

Transfers of Partnership Interests. (a) Except as otherwise provided herein, no Partner shall sell, transfer (by operation of law or otherwise), assign, dispose of, pledge or hypothecate any interest in the Partnership to any person or entity, without the written consent of the other Partner. Any transfer, pledge or hypothecation of the interest of a Partner in violation of the provisions of this Section 12 shall be null and void and shall not vest any purported transferee with any interest in the Partnership or rights as to profits or distributions. (b) In the event any Partner (the “Selling or Transferring Partner”) desires to Transfer any interest (“Partnership Interest”) in the Partnership to any person, the Selling Partner must first give written notice offering such Partnership Interest to the other Partner (the “Non-Selling or Non-Transferring Partner”), which notice shall specify the following: (1) The name of the proposed transferee of the Partnership Interest; (2) A description of the Partnership Interest proposed to be transferred; (3) The proposed consideration for the Transfer of the Partnership Interest; and (4) All other terms and conditions for the proposed Transfer. (c) For a period of thirty (30) days from the date of mailing of the notice, the Non-Selling Partner shall have the right, but not the obligation, to purchase the Partnership Interest proposed to be transferred upon the same terms and conditions as set forth in the notice. In order to exercise its rights hereunder, however, the Non-Selling Partner must purchase the entire Partnership Interest proposed to be transferred. (d) In the event that the Non-Selling Partner does not notify the Selling Partner of its election to purchase the entire Partnership Interest referred to in the notice and tender in accordance with the terms of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell the Partnership Interest described in the notice to the transferee specified in the notice * in strict accordance with the terms and conditions set forth in the notice.

Transfers of Partnership Interests. (a) Except as otherwise provided hereinconsented to in writing by each of the other Partners, no Partner shall may sell, transfer or otherwise dispose of all or any portion of its Partnership Interest (collectively "Transfer") unless (i) such Transfer is pursuant to a written agreement pursuant to which the transferee agrees to be bound by operation all of law or otherwise)the terms of this Agreement as if it were originally a party hereto, assign, dispose of, pledge or hypothecate any interest in (ii) such Transfer does not cause a termination of the Partnership to any person or entityfor Federal income tax purposes, without (iii) the written consent transferring Partner shall have transferred a proportionate amount of its capital stock of the other Partner. Any transfer, pledge Managing Partner to the transferee of all or hypothecation a portion of the interest of a Partner Partnership Interest as required by Section 7.05 and (iv) such Transfer is in violation of the provisions of this compliance with Section 12 shall be null 7.02(b) and void and shall not vest any purported transferee with any interest in the Partnership or rights as to profits or distributionsSection 7.04. (b) In If either the event any IMC Partner (or, during the “Selling IMC GPCo Liquidation Period, Operations or Transferring IMC GPCo) or the FRP Partner (in any such case, the "Soliciting Partner”") desires to Transfer sell or otherwise dispose of to any interest third party (“other than an Affiliate of such Soliciting Partner), or to solicit bids from any third party (other than an Affiliate of such Soliciting Partner) to purchase or otherwise acquire, all or any part of its Partnership Interest (the "Subject Partnership Interest”"), such Soliciting Partner shall (i) if the Soliciting Partner is the IMC Partner (or, during the IMC Liquidation Period, Operations or IMC GPCo), notify the FRP Partner in writing of the IMC Partner's desire to sell its Subject Partnership Interest or (ii) if the Soliciting Partner is the FRP Partner, notify the IMC Partner (or, during the IMC GPCo Liquidation Period, Operations and IMC GPCo) in the Partnership writing of its desire to any person, the Selling Partner must first give written notice offering such Partnership Interest to the other Partner (the “Non-Selling or Non-Transferring Partner”), which notice shall specify the following: (1) The name of the proposed transferee of the sell its Subject Partnership Interest; (2) A description . The notice referred to in the preceding sentence is hereinafter referred to as the "Notice of Intent to Sell", and the Partnership Interest proposed Partner receiving the Notice of Intent to be transferred; (3) The proposed consideration for Sell is hereinafter referred to as the Transfer of the Partnership Interest; and (4) All other terms and conditions for the proposed Transfer. (c) "Notified Partner". For a period (the "No-Shop Period") of thirty (30) days from following the date it gives Notice of mailing Intent to Sell, and during the duration of any Negotiation Period (as defined below), neither the Soliciting Partner nor any of its Affiliates, officers, directors, employees, representatives or agents will, without the prior written consent of the noticeNotified Partner, commence or continue any discussions, negotiations or exchanges of information with any Person other than the NonNotified Partner with respect to the sale of the Subject Partnership Interest. During the No-Selling Shop Period, both the Soliciting Partner and the Notified Partner shall have cooperate with each other in exchanging all due diligence materials they deem to be reasonably necessary to determine the right, but not price and terms of any potential offer. If the obligation, Notified Partner makes a bona fide offer to purchase the Subject Partnership Interest proposed prior to the end of the No-Shop Period, then the Soliciting Partner and the Notified Partner shall negotiate in good faith for the purchase and sale of the Subject Partnership Interest and the No-Shop Period shall be extended for fifteen (15) days (the "Negotiation Period"); provided that a decision to accept or reject shall be in the sole discretion of the Soliciting Partner. If the Notified Partner fails to make a bona fide offer to purchase the Subject Partnership Interest (the making or failure to make such offer being in its sole discretion) prior to the expiration of the No-Shop Period or if the Soliciting Partner and the Notified Partner fail to execute a letter of intent relating to the purchase and sale of the Subject Partnership Interest or terminate negotiations prior to the expiration of the Negotiation Period, then the Soliciting Partner may, but shall not be obligated to, immediately commence discussions, negotiations or exchanges of information with, and/or sell its Subject Partnership Interest to, any third party; provided that if the Notified Partner made a bona fide offer during the No-Shop Period, the Soliciting Partner shall not so sell the Subject Partnership Interest to a third party unless (i) definitive, binding agreements relating to such sale are executed within two hundred twenty (220) days of the expiration of the Negotiation Period, (ii) the cash value of the consideration received in connection with such sale is at least equal to 95% of the cash value of such offer made by the Notified Partner and (iii) the transferee of such Subject Partnership Interest agrees in writing to be transferred upon bound by the same terms of this Agreement as if it had originally been a party hereto. The cash value of such sale and conditions as set forth the cash value of such offer by the Notified Partner, respectively, shall be determined by agreement among the Soliciting Partner and the Notified Partner (i) in the noticecase of the cash value of such sale, within ten (10) days following the execution of definitive, binding agreements by the parties relating thereto and (ii) in the case of the cash value of such offer by the Notified Partner, within ten (10) days following the earliest to occur of (A) the termination of negotiations between the Soliciting Partner and the Notified Partner and (B) the expiration of the Negotiation Period, provided that if such agreement is not reached during either of such ten (10) day periods, then, in either such case, such cash value shall be determined by means of the Appraisal Procedure, with the expense thereof to be paid fifty percent (50%) by the Soliciting Partner and fifty percent (50%) by the Notified Partner and with the determination made thereby being final, unappealable, binding on both the Soliciting Partner and the Notified Partner and enforceable in a court of law or equity. In order After the expiration of such two hundred twenty (220) day period, such Subject Partnership Interest shall again be subject to the terms of this Section 7.02(b). The failure of either the Soliciting Partner or the Notified Partner to exercise its rights hereunder, however, the Non-Selling Partner must purchase the entire Partnership Interest proposed under this Section 7.02(b) shall not be deemed to be transferred. (d) In the event that the Non-Selling Partner does not notify the Selling Partner a waiver of its election respective rights under this Section 7.02(b) with respect to purchase the entire subsequent Subject Partnership Interest referred to in the notice and tender in accordance with the terms of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell the Partnership Interest described in the notice to the transferee specified in the notice * in strict accordance with the terms and conditions set forth in the noticeInterests.

Transfers of Partnership Interests. (a) Except RESTRICTION ON TRANSFERS BY PARTNERS, LOANS. 12.01 The Limited Partners may not transfer any or all of their respective interests in the Partnership without the prior written consent of the General Partner. The General Partner may withhold consent if the terms of Section 12.02 and 12.03 are not met. By way of exception to the transfer restriction of this paragraph, any Limited Partner may encumber pursuant to a bank Uniform Commercial Code security agreement his interest in the Partnership for the purpose of obtaining a loan the proceeds of which are to be delivered to the Partnership as a capital contribution. Notwithstanding any provision of this agreement to the contrary, the General Partner may pledge its interest in the Partnership without restriction to secure borrowings under its bank or other corporate loan agreements. TRANSFER BY PARTNERS 12.02 Before any Partner may sell or otherwise provided herein, no Partner shall sell, transfer (by operation all or any part of law or otherwise), assign, dispose of, pledge or hypothecate any his interest in the Partnership to any person other than an immediate family member if an individual or entitya wholly owned subsidiary if a corporation, without he must first notify the written consent of Partners in writing in the other Partner. Any manner herein provided as to the Partnership Interest he intends to sell or transfer, pledge or hypothecation of giving the interest of a Partner in violation of the provisions of this Section 12 shall be null and void and shall not vest any purported transferee with any interest in the Partnership or rights as to profits or distributions. (b) In the event any Partner (the “Selling or Transferring Partner”) desires to Transfer any interest (“Partnership Interest”) in the Partnership to any person, the Selling Partner must first give written notice offering such Partnership Interest to the other Partner (the “Non-Selling or Non-Transferring Partner”), which notice shall specify the following: (1) The name of the proposed transferee of transferee, and the Partnership Interest; (2) A description of price and terms upon which the Partnership Interest proposed sale or transfer is to be transferred; (3) The proposed consideration made; and thereupon, the other Partners shall have an exclusive option for the Transfer of the Partnership Interest; and (4) All other terms and conditions for the proposed Transfer. (c) For a period of thirty (30) days from after the date of mailing of such notice to purchase, at the price and the terms set out in the notice, all of the Non-Selling Partner Partnership Interest to be disposed of. Such right to purchase shall be pro rata according to the remaining Partners interest in the Partnership, or as the Partners may agree among themselves. If the option is not exercised, the selling partner, subject to the provisions of paragraph 12.01, may sell his Partnership Interest at the price, on the terms, and to the transferee stated in the notice at any time within thirty (30) days after the option expires, but not thereafter unless and until he gives a new notice to the remaining Limited Partners and they again fail to exercise their option. At the time of closing, the parties involved shall execute all assignments and other documents necessary to effectuate the sale and carry out the terms of the offer under the laws of the State of Texas. TRANSFER REQUIREMENTS 12.03 No permitted assignee or transferee of all or part of the interest of the Limited Partners in the Partnership shall have the rightright to become a substitute limited partner unless all of the following occur: (a) The transferring Limited Partner has stated the intention that the assignee become a limited partner in his or her own right in the instrument of assignment; (b) The assignee has executed an instrument reasonably satisfactory to the General Partner, but not accepting and adopting the obligation, to purchase the Partnership Interest proposed to be transferred upon the same terms and conditions provisions of this agreement; (c) The assignor or assignee pays any reasonable expenses in connection with the admission of the assignee as set forth in the notice. In order to exercise its rights hereunder, however, the Non-Selling Partner must purchase the entire Partnership Interest proposed to be transferred.a Limited Partner; (d) In The General Partner reasonably believes the event transfer will not cause the Partnership to be taxed as a corporation; (e) The assignor and assignee provides evidence satisfactory to the General Partner that the Non-Selling transfer will not create liability to the Partnership under the federal or state securities laws. (f) The assignment will not cause a dissolution of the Partnership; and (g) The General Partner does consents to the assignee becoming a substitute limited partner. GENERAL PARTNER AS LIMITED PARTNER 12.04 To the extent that the General Partner owns an interest as a Limited Partner, the General Partner shall, with respect to such interest, enjoy all the rights and be subject to all the obligations and duties of a Limited Partner to the extent of such interest. TRANSFER BY GENERAL PARTNER 12.05 In addition to the requirements of Section 12.02, the General Partner may not notify the Selling Partner transfer any or all of its election to purchase the entire Partnership Interest referred to interest in the notice Partnership without the prior written consent of a Required Interest. If a transfer is approved, the transferee assumes all of the obligations of the General Partner and tender in accordance the General Partner shall be relieved of all further obligations and responsibilities. If a transfer of the General Partner's interest is approved, the transfer will not cause the dissolution of the Partnership, which may continue with the terms transferee as the General Partner the same as if the transferee had been the initial General Partner. The restrictions on the transfer of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell General Partner's interest in the Partnership Interest described in do not apply to a transfer by the notice General Partner to an affiliate of the transferee specified in the notice * in strict accordance with the terms and conditions set forth in the noticeGeneral Partner.

Transfers of Partnership Interests. (a) Except as otherwise provided herein, no The General Partner shall sellnot Transfer any Class A Partnership Interests. (b) No Limited Partner shall Transfer, or suffer the Transfer of, such Limited Partner’s Class B Partnership Interests or Class B-1 Partnership Interests (including by way of indirect transfer (by operation resulting from the direct or indirect transfer of law or otherwisecontrol of any entity which is a Limited Partner), assignin whole or in part, dispose nor enter into any agreement as the result of which any Person shall become interested with such Limited Partner therein except subject to Section 10.1(d), (i) with the prior written consent of the General Partner, which may be withheld in its sole discretion or (ii) by last will and testament to: (A) spouses or lineal descendants, (B) inter vivos trusts, (C) family limited partnerships or similar entities or (D) devices for the benefit of spouses and lineal descendants, on the condition in each case that each Transferee thereof expressly acknowledges and agrees in writing that such transferred Class B Partnership Interests or Class B-1 Partnership Interests (or such portion thereof) are subject to this Agreement and all of the terms and conditions hereof. (c) No Limited Partner or transferee thereof shall, without the prior written consent of the General Partner, which may be withheld in its sole discretion, create, or suffer the creation of, pledge a Lien in such Limited Partner’s Class B Partnership Interests or hypothecate any interest in the Class B-1 Partnership to any person or entity, without Interests. (d) Except with the written consent of the other General Partner. Any transfer, pledge or hypothecation no Transfer of a Partnership Interest shall be permitted (and, if attempted, shall be void ab initio) if, in the determination of the interest of a Partner in violation of the provisions of this Section 12 shall be null and void and shall not vest any purported transferee with any interest in the Partnership or rights as to profits or distributions. (b) In the event any Partner (the “Selling or Transferring General Partner”) desires to Transfer any interest (“Partnership Interest”) in the Partnership to any person, the Selling Partner must first give written notice offering such Partnership Interest to the other Partner (the “Non-Selling or Non-Transferring Partner”), which notice shall specify the following: (1i) The name of such Transfer is made to any Person who lacks the proposed transferee of the legal right, power or capacity to own such Partnership Interest; (2ii) A description such Transfer would require the registration of such transferred Partnership Interest pursuant to any applicable United States federal or state securities laws (including, without limitation, the Securities Act or the Exchange Act) or other foreign securities laws or would constitute a non-exempt distribution pursuant to applicable state securities laws; (iii) to the extent requested by the General Partner, the Partnership does not receive such legal and/or tax opinions and written instruments (including, without limitation, copies of any instruments of Transfer and such assignee’s consent to be bound by this Agreement as an assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or (iv) such a Transfer would pose a material risk that the Partnership would be a “publicly traded partnership” as defined in Section 7704 of the Code. (e) Any purported Transfer of Partnership Interests not in compliance with this Section 10.1 shall be void and shall not create any obligation of the party of the Partnership Interest proposed or its Partners to be transferred; (3) The proposed consideration for the Transfer of the Partnership Interest; and (4) All other terms and conditions for the proposed recognize such Transfer. (c) For a period of thirty (30) days from the date of mailing of the notice, the Non-Selling Partner shall have the right, but not the obligation, to purchase the Partnership Interest proposed to be transferred upon the same terms and conditions as set forth in the notice. In order to exercise its rights hereunder, however, the Non-Selling Partner must purchase the entire Partnership Interest proposed to be transferred. (d) In the event that the Non-Selling Partner does not notify the Selling Partner of its election to purchase the entire Partnership Interest referred to in the notice and tender in accordance with the terms of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell the Partnership Interest described in the notice to the transferee specified in the notice * in strict accordance with the terms and conditions set forth in the notice.DB1/ 110472963.3

Transfers of Partnership Interests. (a) Except as otherwise provided herein, no Partner shall sell, transfer (by operation of law or otherwise), assign, dispose of, pledge or hypothecate any interest in the Partnership to any person or entity, without the written consent of the other Partner. Any transfer, pledge or hypothecation of the interest of a Partner in violation of the provisions of this Section 12 shall be null and void and shall not vest any purported transferee with any interest in the Partnership or rights as to profits or distributions. (b) In the event any Partner (the “Selling or Transferring Partner”) desires to Transfer any interest (“Partnership Interest”) in the Partnership to any person, the Selling Partner must first give written notice offering such Partnership Interest to the other Partner (the “Non-Selling or Non-Transferring Partner”), which notice shall specify the following: (1) The name of the proposed transferee of the Partnership Interest; (2) A description of the Partnership Interest proposed to be transferred; (3) The proposed consideration for the Transfer of the Partnership Interest; and (4) All other terms and conditions for the proposed Transfer. (c) For a period of thirty (30) days from the date of mailing of the notice, the Non-Selling Partner shall have the right, but not the obligation, to purchase the Partnership Interest proposed to be transferred upon the same terms and conditions as set forth in the notice. In order to exercise its rights hereunder, however, the Non-Selling Partner must purchase the entire Partnership Interest proposed to be transferred. (d) In the event that the Non-Selling Partner does not notify the Selling Partner of its election to purchase the entire Partnership Interest referred to in the notice and tender in accordance with the terms of purchase within the time hereinabove provided, the Selling Partner shall have the right, during the next thirty (30) days, to sell the Partnership Interest described in the notice to the transferee specified in the notice * in strict accordance with the terms and conditions set forth in the notice.