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 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 Operating Partnership 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 of any Operating Partnership or cause the Partnership or the Operating Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

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) the holders of at least 66 2/3% of the Outstanding outstanding Units approve (excluding for purposes of such determination any Units owned by the General Partner and its Affiliates) approves 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 Operating Partnership 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 the taxation of any limited partner of any Operating Partnership or cause the Partnership as a corporation or the Operating Partnership to be as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

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 2/3662/3% of the Outstanding LP Units 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 Operating Partnership 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 of any Operating Partnership or cause the Partnership or the Operating Partnership to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

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) the holders of at least 66 2/3% of the Outstanding outstanding Units approve (excluding for purposes of such determination any Units owned by the General Partner and its Affiliates) approves 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 Operating Partnership 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 the taxation of any limited partner of any Operating Partnership or cause the Partnership as a corporation or the Operating Partnership to be as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

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% such transfer has been approved by the prior written consent or vote of the holders of a majority of the Outstanding LP Units approve of such transfer (excluding LP Units held by the General Partner and of the admission of such transferee as General Partnerits Affiliates), (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 Operating Partnership 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 of any of the Operating Partnership Partnerships or cause the Partnership or any of the Operating Partnership Partnerships to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

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 LP Units approve of such transfer and of the admission of such 50 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 Operating Partnership 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 of any of the Operating Partnership Partnerships or cause the Partnership or any of the Operating Partnership Partnerships to be taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.

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) the holders of at least 66 2/3% of the Outstanding Units Percentage Interests of the Common Limited Partnership Interests 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 Operating Partnership Agreement and (iii) the Partnership receives an Opinion of Counsel that such transfer would not result in the a loss of limited liability of any Limited Partner or of any limited partner of any Operating Partnership or cause result in the Partnership being treated as a corporation or the Operating Partnership to be as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes.