Limited Partner Transfers. (a) Except as provided in clauses (b), (c), (d) and (f) of this Section 8.03, no Limited Partner or Assignee thereof may Transfer (including by exchanging in an Exchange Transaction) all or any portion of its Units 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, without limitation, 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. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
Limited Partner Transfers. (a) 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 pursuant to an Exchange Transaction) all or any portion of its Units 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. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Nothing in this Agreement shall obligate the General Partner or the Partnership to treat any Limited Partners alike, whether or not such Limited Partners are similarly situated, and the exercise of any power or discretion by the General Partner or the Partnership in the case of any Limited Partner shall not create any obligation on the part of the General Partner or the Partnership to take any similar action in the case of any other Limited Partner, it being understood that any power or discretion conferred upon the General Partner shall be treated as having been so conferred as to each Limited Partner separately. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void.
Limited Partner Transfers. A Limited Partner may Transfer part or all of its partnership interest if it first obtains the written consent of the General Partner, which consent shall be in the General Partner’s sole and absolute discretion and may be withheld for any reason.
Limited Partner Transfers. (a) Except as provided in Section 7.08 and in clause (b) of this Section 8.01 or in Section 8.02, no Limited Partner or Assignee thereof may Transfer all or any portion of its Units (or beneficial interest therein) without the prior written consent of the General Partner, which consent shall not be unreasonably withheld but may be made subject to such conditions (including, without limitation, the receipt of such legal opinions and other documents that the General Partner may require) as are reasonably determined by the General Partner to be necessary or appropriate. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be null and void.
Limited Partner Transfers. Except as otherwise specifically provided herein, no Limited Partner may transfer, voluntarily or involuntarily, all or any part of its interest in the Partnership, nor shall any Limited Partner have the power to substitute a transferee in its place as a substituted Limited Partner, without, in either event, having obtained the prior written consent of the General Partner, which consent shall be in the sole discretion of the General Partner.
Limited Partner Transfers. Each Limited Partner may Transfer Units in Exchange Transactions pursuant to, and in accordance with, the Exchange Agreement; provided that such Exchange Transactions shall be effected in compliance with policies that the General Partner may adopt or promulgate from time to time (including policies requiring the use of designated administrators or brokers). Each holder of a Preferred Series Unit Account may further Transfer all or any portion of its Preferred Series Unit Account to an estate-planning vehicle or other Person without the consent of the General Partner.
Limited Partner Transfers. Except as otherwise permitted by law, no Limited Partner shall transfer all or any part of its Interest to any Person (including, without limitation, any transfer of all or any part of its Interest to a Person who becomes an Assignee of a beneficial Interest in the Partnership, although not a Substitute Limited Partner) without the consent of the General Partner, which consent may be withheld by the General Partner in its sole discretion.
Limited Partner Transfers. No Limited Partner may sell, transfer, assign, hypothecate, pledge or otherwise dispose of or encumber all or any part of its interest in the Partnership except with the written consent of the General Partner, in its sole discretion. A Person to whom a Limited Partner’s interest in the Partnership is assigned as permitted hereunder (a) is entitled to share in the Partnership’s profits and losses, and to receive distributions and allocations of Partnership income, gain, loss or credit, to the same extent as the Limited Partner assigning such interest and (b) may be admitted to the Partnership as a Limited Partner only with the consent of the General Partner; and the General Partner’s consent may be given or withheld in the General Partner’s sole discretion.
Limited Partner Transfers. (a) 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 pursuant to an Exchange Transaction) all or any portion of its Units 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, without limitation, 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. Any such determination in the General Partner’s discretion in respect of Units shall be final and binding. Such determinations need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. Notwithstanding anything otherwise to the contrary, the General Partner shall not unreasonably withhold, condition or delay its consent to any Transfer of Units by any Significant Limited Partner to (i) any organization that is described in Section 170(c) (determined without reference to Section 170(c)(2)(A)), Section 2055(a) or Section 2522(a) of the Code (or any successor provisions) (“Charitable Organizations”) or (ii) a member or members of such Significant Limited Partner’s family (it being understood that “family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin; descendants of any degree of such Significant Limited Partner, or of such Significant Limited Partner’s spouse or siblings) or a trust, the beneficiaries of which are primarily such Significant Limited Partner or a member or members of such Limited Partner’s family and/or Charitable Organizations, or to any other entity that is wholly owned by or established primarily for the benefit of such persons.
Limited Partner Transfers. If any portion of a Limited Partner’s Capital Commitment is to be transferred to a Limited Partner that has not yet been approved by the Lender, the Lender shall recalculate Facility Availability by removing the to-be-transferred Capital Commitment from the calculation of Borrowing Base Availability.
