Common use of Exception for Permitted Transfers Clause in Contracts

Exception for Permitted Transfers. The conditions of Sections --------------------------------- 11-3(a)(i) through 11.3(a)(v) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Holding Period) that the transferee assume by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. It is a further condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Holding Period) that the transferee expressly make the applicable representations and warranties set forth in Section 3.4 hereof as well as any further representations and warranties that the General Partner reasonably deems appropriate. Any transferee of any Transferred Partnership Interest shall be subject to any and all ownership limitations (including, without limitation, the Ownership Limit) contained in the Charter that may limit or restrict such transferee's ability to exercise its Redemption rights. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof

Exception for Permitted Transfers. The conditions of Sections --------------------------------- 11-3(a)(i11.3.A(1) through 11.3(a)(v11.3.A(4) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Initial Holding Period) that the transferee assume assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation entity by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval Consent of the General Partner. Notwithstanding the foregoing, in its sole and absolute discretion. It is a further condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Holding Period) that the transferee expressly make the applicable representations and warranties set forth in Section 3.4 hereof as well as any further representations and warranties that the General Partner reasonably deems appropriate. Any transferee of any Transferred Partnership Interest shall be subject to any and all restrictions on ownership limitations (including, without limitation, or transfer of shares of stock of the Ownership Limit) General Partner contained in the Charter that may limit or restrict such transferee's ’s ability to exercise its Redemption redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof. 86 of 125 B. Incapacity. If a Limited Partner is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate, and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of its interest in the Partnership. The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

Exception for Permitted Transfers. The conditions of Sections --------------------------------- 11-3(a)(i11.3.A(1) through 11.3(a)(vand 11.3.A(2) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Holding first Twelve-Month Period) that the transferee assume assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner are assumed by a successor corporation by operation of law) shall relieve the transferor Partner of its obligations under this Agreement without the approval of the General Partner, in its sole and absolute discretion. It is a further condition to Notwithstanding the foregoing, any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Holding Period) that the transferee expressly make the applicable representations and warranties set forth in Section 3.4 hereof as well as any further representations and warranties that the General Partner reasonably deems appropriate. Any transferee of any Transferred Partnership Interest shall be subject to any and all ownership limitations (including, without limitation, the Ownership Limit) contained in the Charter that may limit or restrict such transferee's ability to exercise its Redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited Partner, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited Partner, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof. Notwithstanding any of the foregoing to the contrary, each of the DCI Limited Partners shall have no right to effect a Transfer prior to the expiration of the Ten Year Period except that at any time in connection with a Triggering Event affecting a DCI Limited Partner, such DCI Limited Partner shall have the right to effect a Transfer to the extent necessary to enable such DCI Limited Partner to avoid the adverse tax consequences which would otherwise result from such Triggering Event; provided that such Transfer is otherwise in compliance with the provisions of this Article 11.

Exception for Permitted Transfers. The conditions of Sections --------------------------------- 11-3(a)(i11.3.A(1) through 11.3(a)(v11.3.A(4) hereof shall not apply in the case of a Permitted Transfer. It is a condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Initial Holding Period) that the transferee assume assumes by operation of law or express agreement all of the obligations of the transferor Limited Partner Member under this Agreement with respect to such Transferred Partnership Interest, and no such Transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor Partner Member are assumed by a successor corporation entity by operation of law) shall relieve the transferor Partner Member of its obligations under this Agreement without the approval consent of the General PartnerBoard. Notwithstanding the foregoing, in its sole and absolute discretion. It is a further condition to any Transfer otherwise permitted hereunder (whether or not such Transfer is a Permitted Transfer or is effected during or after the Holding Period) that the transferee expressly make the applicable representations and warranties set forth in Section 3.4 hereof as well as any further representations and warranties that the General Partner reasonably deems appropriate. Any transferee of any Transferred Partnership Interest shall be subject to any and all restrictions on ownership limitations (including, without limitation, the Ownership Limit) or transfer of shares of stock of MIC contained in the Charter that may limit or restrict such transferee's ’s ability to exercise its Redemption redemption rights, including, without limitation, the Ownership Limit. Any transferee, whether or not admitted as a Substituted Limited PartnerMember, shall take subject to the obligations of the transferor hereunder. Unless admitted as a Substituted Limited PartnerMember, no transferee, whether by a voluntary Transfer, by operation of law or otherwise, shall have any rights hereunder, other than the rights of an Assignee as provided in Section 11.5 hereof. B. Incapacity. If a Member is subject to Incapacity, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Member’s estate shall have all the rights of a Member, but not more rights than those enjoyed by other Members, for the purpose of settling or managing the estate, and such power as the Incapacitated Member possessed to Transfer all or any part of its interest in the Company. The Incapacity of a Member, in and of itself, shall not dissolve or terminate the Company.