Common use of No Adverse Tax Consequences Clause in Contracts

No Adverse Tax Consequences. No Transfer by a Limited Partner of its Partnership Interests may be made to or by any person if in the opinion of the General Partner, (i) the Transfer would result in the Partnership being treated as an association taxable as a corporation or would result in a termination of the Partnership under Code Section 708, (ii) such Transfer would be effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Code Section 7704, or (iii) such Transfer would require registration under the Securities Act or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Interests Transferred. The General Partner shall have the right to receive an opinion of counsel reasonably satisfactory to it, at the cost of the Limited Partner desiring to effectuate such transfer, to the effect that the proposed Transfer satisfies the requirements of the first sentence of this Section 11.3.4.