Common use of Additional Conditions to Transfer Clause in Contracts

Additional Conditions to Transfer. In addition to the other conditions contained in this Article VIII, a Partner may sell, transfer, assign or subject to security interest any or all of its interest in the Partnership only upon satisfaction of the following conditions: (a) an assignee or transferee of, or holder of a security interest in, the Partnership interest shall not become a substituted Limited Partner without the consent of the General Partner in its sole discretion; (b) such sale, transfer, or assignment may not be made if it would impair the ability of the Partnership to be taxed as a partnership or if it would result in a “termination” of the Partnership pursuant to Section 708 of the Code, as determined by the General Partner in its sole discretion; (c) such sale, transfer or assignment may not be made if it would cause the Partnership to register as an investment company under the Investment Company Act of 1940; (d) such Partner and its purchaser, transferee, or assignee execute, acknowledge and deliver to the General Partner such instruments of transfer and assignment with respect to such transaction as are in form and substance reasonably satisfactory to the General Partner, including, without limitation, with respect to a person seeking admission as a substituted Limited Partner, a written notice delivered to the General Partner requesting such admission and the written acceptance and adoption by such person of the provisions of this Agreement; (e) upon request of the General Partner, such Partner furnishes an opinion of counsel, the expense of obtaining said opinion to be borne solely by such Partner, reasonably satisfactory in form and substance to the Partnership‟s counsel, to the effect that: (i) such sale, transfer or assignment will not impair the ability of the Partnership to be taxed as a Partnership, will not result in a “termination” of this Partnership pursuant to Section 708 of the Code or otherwise impair its treatment for federal tax purposes; and (ii) such sale, transfer or assignment will not violate any applicable federal or state securities laws, or cause the Partnership to have to register under the Investment Company Act of 1940; (f) such Partner pays the Partnership a transfer fee which is sufficient to pay all reasonable expenses of the Partnership in connection with such transaction; and (g) the purchaser, transferee, or assignee represents in writing, in form and substance satisfactory to the General Partner, that it is acquiring the Partnership interest for its own account for investment and not with a view to distribution thereof. If the foregoing conditions are satisfied and all other conditions to transfer as required by this Agreement are satisfied, and admission as a substituted Limited Partner has been requested, this Agreement shall be amended and all other steps shall be taken which, in the opinion of the General Partner, are reasonably necessary to admit such person as a substituted Limited Partner.