Common use of Transfer of General Partner’s Partnership Interest Clause in Contracts

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) at least 66 2⁄3% of the Outstanding Units (excluding for purposes of such determination any Common Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) and a majority of the Outstanding I-Units voting as a separate class (excluding for purposes of such determination the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) approve of such transfer and of the admission of such transferee as General Partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and the Delegation of Control Agreement, (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner or member of any Subsidiary or cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and (iv) the Partnership receives a duly executed irrevocable waiver from the transferee substantially similar to the Waiver.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) at least 66 2⁄32/3% of the Outstanding Units (excluding for purposes of such determination any Common Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) and a majority of the Outstanding I-Units voting as a separate class (excluding for purposes of such determination the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) approve of such transfer and of the admission of such transferee as General Partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and the Delegation of Control Agreement, Agreement and (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner or member of any Subsidiary or cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and (iv) the Partnership receives a duly executed irrevocable waiver from the transferee substantially similar to the Waiverpurposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) at least 66 2⁄32/3% of the Outstanding Units (excluding for purposes of such determination any Common Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held owned by the General Partner and its Affiliates) and a majority of the Outstanding I-Units voting as a separate class (excluding for purposes of such determination the number of I-Units that equal the number of Listed Shares and Voting Shares held owned by the General Partner and its Affiliates) approve of such transfer and of the admission of such transferee as General Partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and the Delegation of Control Agreement, (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner or member of any Operating Subsidiary or 60 cause the Partnership or any Operating Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and (iv) the Partnership receives a duly executed irrevocable waiver from the transferee substantially similar to the Waiverpurposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) at least 66 2⁄3% 66⅔% of the Outstanding Units (excluding for purposes of such determination any Common Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) and a majority of the Outstanding I-Units voting as a separate class (excluding for purposes of such determination the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) approve of such transfer and of the admission of such transferee as General Partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and the Delegation of Control Agreement, Agreement and (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner or member of any Subsidiary or cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and (iv) the Partnership receives a duly executed irrevocable waiver from the transferee substantially similar to the Waiverpurposes.

Transfer of General Partner’s Partnership Interest. (a) The General Partner may transfer all, but not less than all, of its Partnership Interest as the General Partner to a single transferee if, but only if, (i) at least 66 2⁄3% 66⅔% of the Outstanding Units (excluding for purposes of such determination any Common Units held by the General Partner and its Affiliates and the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) and a majority of the Outstanding I-Units voting as a separate class (excluding for purposes of such determination the number of I-Units that equal the number of Listed Shares and Voting Shares held by the General Partner and its Affiliates) approve of such transfer and of the admission of such transferee as General Partner, (ii) the transferee agrees to assume the rights and duties of the General Partner and be bound by the provisions of this Agreement and the Delegation of Control Agreement, (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability of any Limited Partner or of any limited partner or member of any Subsidiary or cause the Partnership or any Subsidiary to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes and (iv) the Partnership receives a duly executed irrevocable waiver from the transferee substantially similar to the WaiverIncentive Distribution Waiver .