Common use of Restrictions on Transfer of Interests Clause in Contracts

Restrictions on Transfer of Interests. (a) No Limited Partner may sell, transfer or assign his interest in the Partnership, in whole or in part, unless the General Partner shall consent to such sale, transfer or assignment, which consent may be withheld in their sole discretion. Further, the General Partner need not consent to a transfer (other than a transfer on death of a Limited Partner) unless the Limited Partner provides an opinion of counsel satisfactory to the General Partner that such sale, transfer or assignment would not cause (i) the termination of the Partnership for Federal income tax purposes; (ii)-the application of Section 168(j) of the Code to the Partnership, Property or Partners; or (iii) the failure of the Windsystem to meet, after such transfer, the definition of a qualifying small power production facility as defined in the Public Utility Regulatory Policies Act of 1978. Any such attempted sale, assignment or other transfer shall be void ab initio. The General Partner hereby consents to the -- ------ security interests created by Limited Partners in connection with the issuance of their Investor Notes. (b) Except for transfers by bequest, gift or under the laws of intestacy, no Limited Partner may sell, assign or otherwise transfer his interest in the Partnership or any portion thereof, unless the General Partner shall have consented thereto and the interests are registered under the Securities Act of 1933, as amended, and any applicable state securities laws or such Limited Partner obtains an opinion of counsel satisfactory to the General Partner that the interests may be sold in reliance on an exemption from such registration requirements, it being the understanding of each Limited Partner that the Partnership has no obligation or intention to register the interests for resale under any Federal or state securities laws or to take any action which would make available any exemption from the registration requirements of such laws. (c) In no event shall the interest of a Limited Partner be sold, assigned or transferred to an incompetent, unless by will or interstate succession, and then only if a legal representative of such incompetent has been duly appointed according to law. (d) In no event shall the interest of a Limited Partner be sold, assigned or transferred to an organization exempt from Federal income tax (including an Individual Retirement Account), nor to any individual who is not a United States taxpayer.

Restrictions on Transfer of Interests. (a) No Limited Partner may sell, transfer or assign his interest in the Partnership, in whole or in part, unless the General Partner shall consent to such sale, transfer or assignment, which consent may be withheld in their its sole discretion. Further, the General Partner need not consent to a transfer (other than a transfer on death of a Limited Partner) unless the Limited Partner provides an opinion of counsel satisfactory to the General Partner that such sale, transfer or assignment would not cause (i) the termination of the Partnership for Federal income tax purposes; (ii)-the ii) the application of Section 168(j) of the Code to the Partnership, Property or Partners; or (iii) the failure of the Windsystem to meet, after such transfer, the definition of a qualifying small power production facility as defined in the Public Utility Regulatory Policies Act of 1978. Any such attempted sale, assignment or other transfer shall be void ab initio. The General Partner hereby consents --------- to the -- ------ security interests created by Limited Partners in connection with the issuance of their its Investor Notes. (b) Except for transfers by bequest, gift or under the laws of intestacy, no Limited Partner may sell, assign or otherwise transfer his interest in the Partnership or any portion thereof, unless the General Partner shall have consented thereto and the interests are registered under the Securities Act of 1933, as amended, and any applicable state securities laws or such Limited Partner obtains an opinion of counsel satisfactory to the General Partner that the interests may be sold in reliance on an exemption from such registration requirements, it being the understanding of each Limited Partner that the Partnership has no obligation or intention to register the interests for resale under any Federal or state securities laws or to take any action which would make available any exemption from the registration requirements of such laws. (c) In no event shall the interest of a Limited Partner be sold, assigned or transferred to an incompetent, unless by will or interstate intestate succession, and then only if a legal representative of such incompetent has been duly appointed according to law. (d) In no event shall the interest of a Limited Partner be sold, assigned or transferred to an organization exempt from Federal income tax (including an Individual Retirement Account), nor to any individual who is not a United States taxpayer.