Common use of Transfers Generally Clause in Contracts

Transfers Generally. (i) Except as otherwise agreed to in writing between the General Partner and the applicable Limited Partner and reflected in the books and records of the Partnership, no Limited Partner or Assignee thereof may Transfer (including in accordance with the Exchange Agreement) all or any portion of its Partnership Interests or other interest in the Partnership (or beneficial interest therein) without the prior consent of the General Partner, which consent may be given or withheld, or made subject to such conditions (including the receipt of such legal opinions and other documents that the General Partner may require) as are determined by the General Partner, in each case in the General Partner’s sole discretion, and which consent may be in the form of a plan or program entered into or approved by the General Partner, in its sole discretion. Notwithstanding anything to the contrary, in no event may the General Partner waive or modify the Lock-Up Period applicable to any Qualified Unitholder without the prior written consent of (x) a majority of the Independent Directors of the Board and (y) until the first date upon which the NB Second Ownership Threshold is no longer satisfied, the NB Partner Representative. Any such determination in the General Partner’s discretion in respect of Partnership Interests shall be final and binding. Any purported Transfer of Partnership Interests that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.