Common use of Affiliate Transfers Clause in Contracts

Affiliate Transfers. Subject in each case to the prior written approval of the General Partner and Starwood of any proposed transferee (and any Affiliate of such transferee), any Partner may Transfer all or any portion of its Interest in the Partnership at any time to an Affiliate of such Partner, provided that such Affiliate shall remain an Affiliate of such Partner at all times that such Affiliate holds such Interest. If such Affiliate shall thereafter cease being an Affiliate of such Partner while such Affiliate holds such Interest, such cessation shall be a non-permitted Transfer. Notwithstanding anything herein to the contrary, JVP shall have the right to issue profits interests in JVP (but not in the Partnership) to its employees (or to employees of its affiliates) under the terms of its governance documents so long as (a) the Key Individuals continue to have direct or indirect control over JVP and (b) such issuance of profits interests shall not create any additional costs for the General Partner, the Partnership or Starwood (e.g., financial or tax reporting supplements), or in the event of any such additional costs, such additional costs are borne solely by JVP.