Common use of Transfers Resulting in Tax Termination; Corporation Status; Registered Offerings Clause in Contracts

Transfers Resulting in Tax Termination; Corporation Status; Registered Offerings. Notwithstanding anything to the contrary in this Agreement, no transfer by a Partner of its Interest (or any economic or other interest, right or attribute therein) may be made to any Entity if, in the opinion of legal counsel for the Partnership, (i) it would result in a termination of the Partnership for U.S. federal tax purposes, (ii) it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code and the Regulations thereunder. Notwithstanding anything to the contrary in this Agreement, no interests in the Partnership shall be issued in a transaction that is (or transactions that are) registered or required to be registered under the Securities Act, and to the extent such interests were not required to be registered under the Securities Act by reason of Regulation S (17 CFR 230.901 through 230.904) or any successor thereto, such issuances would not have been required to be registered under the Securities Act if the interests so offered or sold had been offered and sold within the United States.

Transfers Resulting in Tax Termination; Corporation Status; Registered Offerings. Notwithstanding anything to the contrary in this Agreement, no transfer by a Partner of its Interest (or any economic or other interest, right or attribute therein) may be made to any Entity if, in the opinion of legal counsel for the Partnership, (i) it would result in a termination of the Partnership for U.S. federal tax purposes, (ii) it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code and the Regulations thereunder. Notwithstanding anything to the contrary in this Agreement, no interests in the Partnership shall be issued in a transaction that is (or transactions that are) registered or required 44 to be registered under the Securities Act, and to the extent such interests were not required to be registered under the Securities Act by reason of Regulation S (17 CFR 230.901 through 230.904) or any successor thereto, such issuances would not have been required to be registered under the Securities Act if the interests so offered or sold had been offered and sold within the United States.

Transfers Resulting in Tax Termination; Corporation Status; Registered Offerings. Notwithstanding anything to the contrary in this Agreement, no transfer by a Partner of its Interest (or any economic or other interest, right or attribute therein) may be made to any Entity if, in the opinion of legal counsel for the Partnership, (i) it would result in a termination of the Partnership for U.S. federal tax purposes, (ii) it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes, or (iii) such transfer is effectuated through an “"established securities market” " or a “"secondary market (or the substantial equivalent thereof)” " within the meaning of Section 7704 of the Code and the Regulations thereunder. Notwithstanding anything to the contrary in this Agreement, no interests in the Partnership shall be issued in a transaction that is (or transactions that are) registered or required to be registered under the Securities Act, and to the extent such interests were not required to be registered under the Securities Act by reason of Regulation S (17 CFR 230.901 through 230.904) or any successor thereto, such issuances would not have been required to be registered under the Securities Act if the interests so offered or sold had been offered and sold within the United States.