Common use of Agreement to Refrain from Resales Clause in Contracts

Agreement to Refrain from Resales. Without in any way limiting the representations and warranties herein, the Subscriber further agrees that the Subscriber shall in no event pledge, hypothecate, sell, transfer, assign or otherwise dispose of any Interests, nor shall the Subscriber receive any consideration for Interests from any person, unless: (a) A registration statement under the Act with respect to the Interests shall be then effective; or (b) The Subscriber shall have furnished the Partnership with an opinion of the Subscriber's counsel in form and substance satisfactory to the Partnership to the effect that the proposed transfer complies with applicable provisions of the Act and any applicable blue sky laws and will not result in the Partnership having to register as an investment company under the ICA. If, in the opinion of counsel for the Partnership, the Subscriber at any time hereafter has acted in a manner inconsistent with this Section 3, the Partnership may refuse to transfer the Interests until such time as counsel for the Partnership is of the opinion that such transfer will not require registration or qualification of Interests under the Act or any other securities law. The Subscriber understands and agrees that the Partnership may refuse to acknowledge or permit any disposition of Interests that is not in all respects in compliance with this Subscription Agreement or applicable securities law.

Agreement to Refrain from Resales. Without in any way limiting the representations and warranties herein, the Subscriber further agrees that the Subscriber shall in no event pledge, hypothecate, sell, transfer, assign or otherwise dispose of any Interests, nor shall the Subscriber receive any consideration for Interests from any person, unless: (a) A registration statement under the Act with respect to the Interests shall be then effective; or (b) The Subscriber shall have furnished the Partnership with an opinion of the Subscriber's counsel in form and substance satisfactory to the Partnership to the effect that the proposed transfer complies with applicable provisions of the Act and any applicable blue sky laws and will not result in the Partnership having to register as an investment company under the ICA. If, in the opinion of counsel for the Partnership, the Subscriber at any time hereafter has acted in a manner inconsistent with this Section 3, the Partnership may refuse to transfer the Interests until such time as counsel for the Partnership is of the opinion that such transfer will not require registration or qualification of Interests under the Act or any other securities law. The Subscriber understands and agrees that the Partnership may refuse to acknowledge or permit any disposition of Interests that is not in all respects in compliance with this Subscription Agreement or applicable securities lawAgreement.