Common use of Assignability of Interests Clause in Contracts

Assignability of Interests. (a) Subject to the provisions of Section 5.1(c) hereof, the interest of the Limited Partner shall not be assignable without the prior written consent of the General Partner. The General Partner shall not unreasonably withhold, delay or condition such consent. No assignment by the Limited Partner of its interest in the Partnership shall be binding upon the Partnership until the General Partner receives an executed copy of such assignment in form and substance satisfactory to the General Partner. The assignee of such interest may become a substituted Limited Partner only upon the terms and conditions of Section 5.2. (b) The interest of the General Partner shall not be assignable; provided, however, that, subject to compliance with Section 2.1(b), such interest may be assigned to a successor to all or substantially all of the business of the General Partner or the general partner of the General Partner, upon (i) the execution by the General Partner of a written assignment, the execution by the successor of this Agreement and the written assumption by the successor of the obligations of the General Partner hereunder, and (ii) the receipt by the Partnership of an Opinion of Counsel that such assignment and assumption will not result in the Partnership being classified as an association or otherwise taxable as a corporation for United States Federal income tax purposes. In the event of such assignment, the successor shall become the General Partner hereunder, and the predecessor and successor General Partner shall cause the execution of any necessary papers including, without limitation, an amendment to the Certificate of Limited Partnership to record the substitution of the successor as General Partner. The General Partner shall notify the Limited Partner prior to any such proposed assignment of the General Partner's interest. (c) Section 5.1(a) and 5.2 notwithstanding, the Limited Partner may assign its interest to and substitute as a Limited Partner in its place and stead any one corporation or other entity (A) which then owns directly or indirectly Voting Control of the Limited Partner, or (B) of which the Limited Partner then owns directly or indirectly Voting Control or (C) of which a corporation described in (A) then owns directly or indirectly Voting Control; provided, however, that no such transfer may be made if the General Partner, based upon an Opinion of Counsel, shall determine that it might result in a violation of United States Securities laws.

Assignability of Interests. (a) Subject to the provisions of Section Sections 4.2 and 5.1(c) hereof, the interest of the a Limited Partner shall not be assignable without the prior written consent of the General Partner. The General Partner shall not unreasonably withhold, delay or condition such consent. No assignment by the Limited Partner of its interest in the Partnership shall be binding upon the Partnership until the General Partner receives an executed copy of such assignment in form and substance satisfactory to the General Partner. The assignee of such interest may become a substituted Limited Partner only upon the terms and conditions of Section 5.2. (b) The interest of the General Partner shall not be assignable; provided, however, that, subject to compliance with Section 2.1(b), such interest may be assigned to a successor to all or substantially all of the business of the General Partner or the general partner of the General Partner, upon (i) the execution by the General Partner of a written assignment, the execution by the successor of this Agreement and the written assumption by the successor of the obligations of the General Partner hereunder, and (ii) the receipt by the Partnership of an Opinion of Counsel that such assignment and assumption will not result in the Partnership being classified as an association or otherwise taxable as a corporation for United States Federal income tax purposes. In the event of such assignment, the successor shall become the General Partner hereunder, general partner hereunder and the predecessor and successor General Partner shall cause the execution of any necessary papers including, without limitation, an amendment to the Certificate of Limited Partnership to record the substitution of the successor as General Partnergeneral partner. The General Partner shall notify the Limited Partner Advisory Board prior to any such proposed assignment of the General Partner's interestinterest and shall notify the Limited Partners within seven (7) days of any such assignment. (c) Section Sections 5.1(a) and 5.2 notwithstanding, the a Limited Partner may assign its interest to and substitute as a Limited Partner in its place and stead any one corporation or other entity (A) which then owns directly or indirectly Voting Control of the Limited Partner, or (B) of which the Limited Partner then owns directly or indirectly Voting Control Control, or (C) of which a corporation described in (A) then owns directly or indirectly Voting Control, or (D) which is an entity controlled by, controlling or under common control with any assigning Limited Partner or in the case of assignment by a trustee of an employee benefit plan (as defined in ERISA) or trust relating thereto, to a successor fiduciary thereof, or (E) subject to the consent of the General Partner, which consent shall not be unreasonably withheld, to a member of the Edison Electric Institute (including, for this purpose any entity controlling, controlled by or under common control with such member or any employee benefit plan sponsored by such member or such affiliate of such member); provided, however, that such assignment does not increase the number of persons who beneficially own interests in the Partnership for purposes of determining whether the partnership is an "investment company" under the Investment Company Act of 1940, as amended; and provided further, however, that no such transfer may be made if the General Partner, based upon an Opinion of Counsel, shall determine that it might result in a violation of any law or result in the Partnership being classified as an association or otherwise taxable as a corporation for United States Securities lawsFederal income tax purposes.