Common use of Assignability of Interest Clause in Contracts

Assignability of Interest. (a) Without the prior written consent of the General Partner, which consent may be given or withheld in its sole discretion, a Partner may not make a Transfer; provided, however, the General Partner may permit Transfers under terms and conditions as it, in its sole discretion, deems appropriate; provided, further, that prior to any such Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer, alone or taken together with other Transfers and withdrawals, will not create a material risk that the Partnership would be treated as a “publicly traded partnership” taxable as a corporation within the meaning of Section 7704 of the Internal Revenue Code. Any attempted Transfer not made in accordance with this Section 7.1, to the fullest extent permitted by law, shall be void and of no force and effect. (b) Notwithstanding anything to the contrary contained herein, no Limited Partner may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Partnership (including the amount of Partnership distributions, the value of Partnership assets, or the results of Partnership operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations, without the prior written consent of the General Partner, and subject to such conditions as the General Partner may determine, in each case, in the General Partner’s sole discretion. In addition, no transaction may be effected without the prior written consent of the General Partner, which consent may be granted or withheld in its sole discretion, if such transaction will be treated as a Transfer of an interest in the Partnership for U.S. federal income tax purposes (including (A) a transfer of interests in the Limited Partner (or any other direct or indirect parent of the Limited Partner that is a disregarded entity) if a Limited Partner is a “disregarded entity” within the meaning of Section 301.7701-2(c) of the Regulations or a grantor trust, (B) a change in the U.S. federal income tax classification of the Limited Partner pursuant to (x) an entity classification election on Internal Revenue Service Form 8832 (or successor), (y) a change in classification under applicable state law, or (z) otherwise, and (C) a transaction that is described in Internal Revenue Service Revenue Ruling 99-5 or 99-6).

Assignability of Interest. (a) Without the prior written consent of the General Partner, which consent may be given or withheld in its sole discretion, a Partner may not make a Transfer; provided, however, the General Partner may permit Transfers under terms and conditions as it, in its sole discretion, deems appropriate; provided, further, that prior to any such Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer, alone or taken together with other Transfers and withdrawals, will not create a material risk that the Partnership would be treated as a “publicly traded partnership” taxable as a corporation within the meaning of Section 7704 of the Internal Revenue Code. Any attempted Transfer not made in accordance with this Section 7.1, to the fullest extent permitted by law, shall be void and of no force and effect. (b) Notwithstanding anything to the contrary contained herein, no Limited Partner may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Partnership (including the amount of Partnership distributions, the value of Partnership assets, or the results of Partnership operations), within the meaning of Section 1.7704l.7704-1(a)(2)(i)(Bl(a)(2)(i)(B) of the Regulations, without the prior written consent of the General Partner, and subject to such conditions as the General Partner may determine, in each case, in the General Partner’s sole discretion. In addition, no transaction may be effected without the prior written consent of the General Partner, which consent may be granted or withheld in its sole discretion, if such transaction will be treated as a Transfer of an interest in the Partnership for U.S. federal income tax purposes (including (A) a transfer of interests in the Limited Partner (or any other direct or indirect parent of the Limited Partner that is a disregarded entity) if a Limited Partner is a “disregarded entity” within the meaning of Section 301.7701-2(c) of the Regulations or a grantor trust, (B) a change in the U.S. federal income tax classification of the Limited Partner pursuant to (x) an entity classification election on Internal Revenue Service Form 8832 (or successor), (y) a change in classification under applicable state law, or (z) otherwise, and (C) a transaction that is described in Internal Revenue Service Revenue Ruling 99-5 or 99-6).

Assignability of Interest. (a) Without the prior written consent of the General Partner, which consent may be given or withheld in its sole discretion, a Partner may not make a Transfer; provided, however, the General Partner may permit Transfers under terms and conditions as it, in its sole discretion, deems appropriate; provided, further, that prior to any such Transfer, the General Partner shall consult with counsel to the Partnership to ensure that such Transfer, alone or taken together with other Transfers and withdrawals, will not create a material risk that the Partnership would be treated as a “publicly traded partnership” taxable as a corporation within the meaning of Section 7704 of the Internal Revenue Code. Any attempted Transfer not made in accordance with this Section 7.1, to the fullest extent permitted by law, shall be void and of no force and effect. (b) Notwithstanding anything to the contrary contained herein, no Limited Partner may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Partnership (including the amount of Partnership distributions, the value of Partnership assets, or the results of Partnership operations), within the meaning of Section 1.7704l.7704-1(a)(2)(i)(Bl(a)(2)(i)(B) of the Regulations, without the prior written consent of the General Partner, and subject to such conditions as the General Partner may determine, in each case, in the General Partner’s sole discretion. In addition, no transaction may be effected without the prior written consent of the General Partner, which consent may be granted or withheld in its sole discretion, if such transaction will be treated as a Transfer of an interest in the Partnership for U.S. federal income tax purposes (including (A) a transfer of interests in the Limited Partner (or any other direct or indirect parent of the Limited Partner that is a disregarded entity) if a Limited Partner is a “disregarded entity” within the meaning of Section 301.7701-2(c2( c) of the Regulations or a grantor trust, (B) a change in the U.S. federal income tax classification of the Limited Partner pursuant to (x) an entity classification election on Internal Revenue Service Form 8832 (or successor), (y) a change in classification under applicable state law, or (z) otherwise, and (C) a transaction that is described in Internal Revenue Service Revenue Ruling 99-5 or 99-6).