Common use of Assignability of Interests Clause in Contracts

Assignability of Interests. Without the prior written notice to and approval of the General Partner, a Limited Partner may not make a Transfer except by operation of law. Prior to approving any Transfer, the General Partner shall consult with counsel to the Partnership (including, for this purpose, in-house counsel) to ensure that such Transfer would not create a substantial risk, either alone or with other Transfers or withdrawals, that the Partnership would be treated as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes. The approval of the General Partner shall be withheld and a proposed Transfer will not be permitted unless (i) the transaction (A) complies with U.S. federal and any applicable state securities laws, (B) complies with all other applicable U.S. federal, state or non-U.S. laws, (C) shall not subject the Partnership to the registration or reporting requirements of the Investment Company Act, (D) shall not create, either alone or with other Transfers, a substantial risk (as determined by the General Partner in its sole discretion) that the Partnership would be classified as a “publicly traded partnership” taxable as a corporation for U.S. federal income tax purposes, and (E) complies with all applicable anti-money laundering rules; (ii) upon reasonable request of the General Partner, such Limited Partner shall have delivered to the General Partner an opinion of counsel, in form and substance reasonably satisfactory to the General Partner, that such transaction complies with the conditions set forth in clauses (A) through (E) above and such other matters as the General Partner may reasonably request; provided that the General Partner, in its sole discretion, may waive all or any part of the opinion required by (ii) above if it has a reasonable basis on which to conclude that the requirements set forth in (i) above, as to which the opinion is waived, are or shall be satisfied; and (iii) pursuant to such Transfer, the transferee agrees to assume any obligations applicable to the transferor under this Agreement; provided that the General Partner, in its sole discretion, may waive the requirement set forth in this clause (iii) with respect to any transferee. The General Partner may also request officer certificates and representations and warranties from the transferee and transferor as to the matters set forth in clauses (A) through (G) above and such other factual matters as the General Partner may reasonably request. Any attempted Transfer not made in accordance with this Section 7.01 (Assignability of Interests), to the fullest extent permitted by law, shall be null and void.