Common use of Prohibited Assignment Clause in Contracts

Prohibited Assignment. Unless in each of the following instances the General Partners shall give their express written consent, no Units may be assigned or otherwise transferred: (a) to a minor or incompetent (unless a guardian, custodian or conservator has been appointed to handle the affairs of such person); (b) to any person or entity not permitted to be a transferee under law including, in particular but without limitation, applicable state securities laws which generally provide that, except in the case of a transfer by gift, inheritance, intra-family transfer, or family dissolution, each transferee of Units must acquire not less than five Units and must satisfy similar investor suitability standards to those which were applicable to the original offering of Units, and that following a transfer of less than all his Units, each transferor must retain a sufficient number of Units to satisfy the minimum investment standards applicable to his initial purchase of Units; (c) in the case of a proposed assignment of Units, to any assignee if such assignee would hold after such Assignment a fraction of a Unit; or (d) to any person if, in the opinion of Counsel to the Partnership, such transfer would result in the termination under the Code of the Partnership's taxable year or of its status as a partnership. Any such attempted Assignment without the express written consent of the General Partners shall be void and ineffectual and shall not bind the Partnership. In the case of a proposed Assignment which is prohibited solely under clause (d) above, however, the Partnership shall be obligated to permit such Assignment to become effective if and when, in the opinion of Counsel to the Partnership, such Assignment would no longer have either of the adverse consequences under the Code which are specified in that clause.

Prohibited Assignment. Unless in each of the following instances the General Partners shall give their express written consent, no Units may be assigned Assigned or otherwise transferred: (a) to a minor or incompetent (unless a guardian, custodian or conservator has been appointed to handle the affairs of such personPerson); (b) to any person or entity Person not permitted to be a transferee under law including, in particular but without limitation, applicable state securities laws which generally provide that, except in the case of a transfer by gift, inheritance, intra-family transfer, or family dissolution, each transferee of Units must acquire not less than five Units and must satisfy similar investor suitability standards to those which were applicable to the original offering of Units, and that following a transfer of less than all his Units, each transferor must retain a sufficient number of Units to satisfy the minimum investment standards applicable to his initial purchase of Units; (c) in the case of a proposed assignment of Units, to any assignee if such assignee would hold after such Assignment a fraction of a Unit; or (d) to any person Person if, in the opinion of Counsel to the Partnership, such transfer would result in the termination under the Code of the Partnership's taxable year or of its status as a partnership. Any such attempted Assignment without the express written consent of the General Partners shall be void and ineffectual and shall not bind the Partnership. In the case of a proposed Assignment which is prohibited solely under clause (d) above, however, the Partnership shall be obligated to permit such Assignment to become effective if and when, in the opinion of Counsel to the Partnership, such Assignment would no longer have either of the adverse consequences under the Code which are specified in that clause.

Prohibited Assignment. Unless in each of the following instances the General Partners shall give their express written consent, no Units may be assigned Assigned or otherwise transferred: (a) to a minor or incompetent (unless a guardian, custodian or conservator has been appointed to handle the affairs of such personPerson); (b) to any person or entity Person not permitted to be a transferee under law including, in particular but without limitation, applicable state securities laws which generally provide that, except in the case of a transfer by gift, inheritance, intra-family transfer, or family dissolution, each transferee of Units must acquire not less than five Units and must satisfy similar investor suitability standards to those which were applicable to the original offering of Units, and that following a transfer of less than all his Units, each transferor must retain a sufficient number of Units to satisfy the minimum investment standards applicable to his initial purchase of Units; (c) in the case of a proposed assignment of Units, to any assignee if such assignee would hold after such Assignment a fraction of a Unit; or (d) to any person Person if, in the opinion of Counsel to the Partnership, such transfer would result in the termination under the Code of the Partnership's taxable year or of its status as a partnership. Any such attempted Assignment without the express written consent of the General Partners shall be void and ineffectual and shall not bind the Partnership. In the case of a proposed Assignment which is prohibited solely under clause (d) above, however, the Partnership shall be obligated to permit such Assignment to become effective if and when, in the opinion of Counsel to the Partnership, such Assignment would no not longer have either of the adverse consequences under the Code which are specified in that clause.