Common use of Restrictions on Transfers of Interests Clause in Contracts

Restrictions on Transfers of Interests. 8.1.1 Until the date that is the later of one year following the Offering and the expiration of any underwriter or Partnership “lock-up” agreement (as provided for in the Registration Rights Agreement or otherwise, including pursuant to any policy of the General Partner and/or Verso Paper Corp.) to which a Management Limited Partner is bound applicable to the Offering (such date as it applies to any Management Limited Partner, a “Transfer Date”), except as required by law, no Management Limited Partner may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in subject to Section 8.1.5, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer“) any Units except pursuant to (i) Section 8.2 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). 8.1.2 Following the Transfer Date, each Management Limited Partner may Transfer his Units only pursuant to (i) a Permitted Transfer or (ii) Section 8.7; provided, however that each Management Limited Partner may Transfer his Units pursuant to clause (ii) only if and to the extent, in the General Partner’s discretion, such Management Limited Partner would be entitled to transfer shares of Verso Paper Corp. Common Stock (without the consent of Verso Paper Corp.) pursuant to the Registration Rights Agreement or in accordance with the requirements of Rule 144 promulgated under the 1933 Act; and provided further that no Management Limited Partner shall be entitled to effect a Transfer of Units under clause (ii) on the basis of his ability to sell shares of Verso Paper Corp. Common Stock pursuant to Rule 144 without the prior written approval of the General Partner. 8.1.3 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Third Amendment, (ii) the Transfer complies in all respects with the applicable provisions of this Third Amendment, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇); provided that the conditions to Transfer described in clause (i) above shall not apply to a Transfer pursuant to Sections 8.2 or 8.7 hereof. 8.1.4 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless and until such Management Limited Partner has first delivered to the Partnership an opinion of counsel (reasonably acceptable in form and substance to the Partnership) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such Transfer; provided that the conditions to Transfer described in this Section 8.1.4 shall not apply to a Transfer pursuant to Sections 8.2 or 8.7 hereof. 8.1.5 No Transfer by any Partner may be made if, as a result, the Partnership will have in the aggregate more than one hundred (100) Partners, including as Partners any Person (a “Beneficial Partnership Owner”) owning an interest in a partnership, a limited liability company, a grantor trust, or an S corporation (a “Flow-Through Entity”), that owns, directly or through other Flow-Through Entities, an interest in the Partnership, where substantially all of the value of the Beneficial Partnership Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership. 8.1.6 This Section 8.1 shall apply with respect to all Units held at any time by any Management Limited Partner, regardless of the manner in which such Management Limited Partner initially acquired such Unit.

Restrictions on Transfers of Interests. 8.1.1 Until the date that is the later of one year following the Offering and the expiration of any underwriter or Partnership “lock-up” agreement (as provided for in the Registration Rights Agreement or otherwise, including pursuant to any policy first anniversary of the General Partner and/or Verso Paper Corp.) to which a Management Limited Partner is bound applicable to the Offering (such date as it applies to any Management Limited Partner, a “Transfer Date”)occurrence of an Initial Public Offering, except as required by law, no Management Limited Partner may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in subject to Section 8.1.5in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer“) any Units except pursuant to (i) Section 8.2 Sections 8.2, 9.1, 9.2 and 12.3 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). 8.1.2 Following the Transfer Datefirst anniversary of an Initial Public Offering and the expiration of any underwriter or Partnership “lock-up” agreement to which a Management Limited Partner is bound applicable to such Initial Public Offering, each Management Limited Partner may only Transfer his its Units only pursuant to (i) a Permitted Transfer or Transfer, (ii) Section 8.7; provided, however that each Management Limited Partner may a Transfer his Units pursuant to clause in accordance with Article XII hereof or (iiiii) only if and to the extent, in the General Partner’s discretion, such Management Limited Partner would be entitled to transfer shares of Verso Paper Corp. Common Stock (without the consent of Verso Paper Corp.) pursuant to the Registration Rights Agreement or a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; and provided further that no Management Limited Partner shall be entitled to effect make a Transfer of Units under pursuant to this clause (iiiii) on the basis of his ability to sell shares of Verso Paper Corp. Common Stock pursuant to Rule 144 without the prior prior, written approval of the General Partner. 8.1.3 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Third AmendmentAgreement (other than if the Transfer is conducted in accordance with Section 12.1 hereof or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Third AmendmentAgreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇); provided that the conditions to Transfer described in clause (i) above shall not apply to a Transfer pursuant to Sections 8.2 8.2, 9.1, 9.2 or 8.7 12.3 hereof. 8.1.4 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII (except if pursuant to an effective registration statement under the ▇▇▇▇ ▇▇▇) unless and until such Management Limited Partner has first delivered to the Partnership an opinion of counsel (reasonably acceptable in form and substance to the Partnership) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such Transfer; provided that the conditions to Transfer described in this Section 8.1.4 shall not apply to a Transfer pursuant to Sections 8.2 8.2, 9.1, 9.2 or 8.7 12.3 hereof. 8.1.5 No Transfer by any Partner may be made if, as a result, the Partnership will have in the aggregate more than one hundred (100) Partners, including as Partners any Person (a “Beneficial Partnership Owner”) owning an interest in a partnership, a limited liability company, a grantor trust, or an S corporation (a “Flow-Through Entity”), that owns, directly or through other Flow-Through Entities, an interest in the Partnership, where substantially all of the value of the Beneficial Partnership Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership. 8.1.6 This Section 8.1 shall apply with respect to all Units held at any time by any Management Limited Partner, regardless of the manner in which such Management Limited Partner initially acquired such Unit.

Restrictions on Transfers of Interests. 8.1.1 Until the date that is the later of one year following the Offering and the expiration of any underwriter or Partnership “lock-up” agreement (as provided for in the Registration Rights Agreement or otherwise, including pursuant to any policy first anniversary of the General Partner and/or Verso Paper Corp.) to which a Management Limited Partner is bound applicable to the Offering (such date as it applies to any Management Limited Partner, a “Transfer Date”)occurrence of an Initial Public Offering, except as required by law, no Management Limited Partner may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in subject to Section 8.1.5in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer“”) any Units except pursuant to (i) Section 8.2 Sections 8.2, 9.1, 9.2 and 12.3 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). 8.1.2 Following the Transfer Datefirst anniversary of an Initial Public Offering and the expiration of any underwriter or Partnership “lock-up” agreement to which a Management Limited Partner is bound applicable to such Initial Public Offering, each Management Limited Partner may only Transfer his its Units only pursuant to (i) a Permitted Transfer or Transfer, (ii) Section 8.7; provided, however that each Management Limited Partner may a Transfer his Units pursuant to clause in accordance with Article XII hereof or (iiiii) only if and to the extent, in the General Partner’s discretion, such Management Limited Partner would be entitled to transfer shares of Verso Paper Corp. Common Stock (without the consent of Verso Paper Corp.) pursuant to the Registration Rights Agreement or a Transfer conducted in accordance with the requirements of Rule 144 promulgated under the 1933 Act; and provided further that no Management Limited Partner shall be entitled to effect make a Transfer of Units under pursuant to this clause (iiiii) on the basis of his ability to sell shares of Verso Paper Corp. Common Stock pursuant to Rule 144 without the prior prior, written approval of the General Partner. 8.1.3 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Third AmendmentAgreement (other than if the Transfer is conducted in accordance with Section 12.1 hereof or the requirements of Rule 144 promulgated under the 1933 Act), (ii) the Transfer complies in all respects with the applicable provisions of this Third AmendmentAgreement, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇); provided that the conditions to Transfer described in clause (i) above shall not apply to a Transfer pursuant to Sections 8.2 8.2, 9.1, 9.2 or 8.7 12.3 hereof. 8.1.4 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII (except if pursuant to an effective registration statement under the ▇▇▇▇ ▇▇▇) unless and until such Management Limited Partner has first delivered to the Partnership an opinion of counsel (reasonably acceptable in form and substance to the Partnership) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such Transfer; provided that the conditions to Transfer described in this Section 8.1.4 shall not apply to a Transfer pursuant to Sections 8.2 8.2, 9.1, 9.2 or 8.7 12.3 hereof. 8.1.5 No Transfer by any Partner may be made if, as a result, the Partnership will have in the aggregate more than one hundred (100) Partners, including as Partners any Person (a “Beneficial Partnership Owner”) owning an interest in a partnership, a limited liability company, a grantor trust, or an S corporation (a “Flow-Through Entity”), that owns, directly or through other Flow-Through Entities, an interest in the Partnership, where substantially all of the value of the Beneficial Partnership Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership. 8.1.6 This Section 8.1 shall apply with respect to all Units held at any time by any Management Limited Partner, regardless of the manner in which such Management Limited Partner initially acquired such Unit.

Restrictions on Transfers of Interests. 8.1.1 Until Notwithstanding any other provisions of this paragraph 8.1, no sale, exchange, transfer, assignment or other disposition (collectively, a "Transfer") of all or any fraction of a Limited Partner's Interest may be made unless (a) such Transfer is effective as of the date that is end of a fiscal quarter, (b) the later of one year following the Offering and the expiration of any underwriter General Partner gives its Consent (which Consent may be granted or Partnership “lock-up” agreement (as provided for withheld in the Registration Rights Agreement sole discretion of the General Partner) to such Transfer, and (c) in the opinion of responsible counsel (who may be counsel for the Partnership), satisfactory in form and substance to the General Partner (which opinion may be waived, in whole or otherwisein part, including pursuant to any policy at the discretion of the General Partner and/or Verso Paper Corp.provided that prompt notice of such waiver is given by the General Partner to the Limited Partners), (i) such Transfer, when added to which a Management Limited Partner is bound the total of all other Transfers of Interests within the preceding 12 months, would not result in the Partnership being considered to have terminated within the meaning of Section 708 of the Internal Revenue Code; (ii) such Transfer would not violate the Securities Act of 1933, as amended, or any state securities or "Blue Sky" laws applicable to the Offering Partnership or the Interest to be the subject of such Transfer; (iii) such date Transfer would not cause the Partnership to lose its status as it applies a partnership for federal income tax purposes or cause the Partnership to any Management Limited Partnerbecome subject to the Investment Company Act of 1940, a “as amended (the "1940 Act"); (iv) such Transfer Date”would not cause the equity participation in the Partnership by "benefit plan investors" to be "significant" as such terms are defined in section 2510.3-101(f)(2) and section 2510.3-101(f)(1), except as required by lawrespectively, no Management Limited Partner may directly or indirectlyof Part 2510 of Chapter XXV, sell, contract Title 29 of the Code of Federal Regulations; and any such opinion of counsel is delivered in writing to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in subject the Partnership not less than 10 days prior to Section 8.1.5, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose the date of any economic, voting or other rights in or to (collectively, “the Transfer“) any Units except pursuant to (i) Section 8.2 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). 8.1.2 Following the Transfer Date, each Management Limited Partner may Transfer his Units only pursuant to (i) a Permitted Transfer or (ii) Section 8.7; provided, however however, that each Management Limited Partner may Transfer his Units pursuant to clause (ii) only if and to the extent, in the General Partner’s discretion, such Management Limited Partner would be entitled to transfer shares of Verso Paper Corp. Common Stock (without the consent of Verso Paper Corp.) pursuant to the Registration Rights Agreement or in accordance with the requirements of Rule 144 promulgated under the 1933 Act; and provided further that no Management Limited Partner shall be entitled to effect a Transfer of Units under clause (ii) on the basis of his ability to sell shares of Verso Paper Corp. Common Stock pursuant to Rule 144 without the prior written approval of the General Partner. 8.1.3 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless (ix) the transferee has agreed in writing to be bound by the terms and conditions of this Third Amendment, (ii) the Transfer complies in all respects with the applicable foregoing provisions of this Third Amendment, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇); provided that the conditions to Transfer described in clause (i) above paragraph 8.1.1 shall not apply to a Transfer by a Limited Partner to another Partner or to a Person which succeeds to its business substantially in its entirety or which, directly or indirectly, owns a majority of the outstanding equity securities of such Limited Partner or is a majority-owned subsidiary of such Limited Partner (or of the Person of which such Limited Partner, directly or indirectly, is a majority-owned subsidiary), (y) any Limited Partner subject to insurance laws governing disposition of assets may make a Transfer of its Interest to a financial institution of equivalent quality and standing and (z) any Limited Partner that is a tax-exempt organization under Section 501 of the Internal Revenue Code may make a Transfer of its Interest if such a disposition is called for by a governmental agency, including the Internal Revenue Service. The General Partner agrees to cooperate with any Limited Partner making a Transfer by providing promptly such records and other factual information as may be reasonably requested with respect to any proposed Transfer. Each Limited Partner hereby severally agrees that it will not Transfer all or any fraction of its Interest in the Partnership, except as permitted by this Agreement. 8.1.2 No Interest nor any part thereof shall be the subject of a Transfer to a minor or an incompetent except in trust, pursuant to Sections 8.2 the Uniform Gifts to Minors Act, or 8.7 hereofby will, trust agreement or intestate succession. 8.1.4 No Transfer by any Management 8.1.3 Each Limited Partner may be made pursuant to this Article VIII unless and until such Management Limited Partner has first delivered agrees that it will, prior to the time the General Partner Consents to a Transfer of Interest by that Limited Partner, pay all reasonable expenses, including attorneys' fees, incurred by the Partnership an opinion of counsel (reasonably acceptable in form and substance to the Partnership) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such Transfer; provided that the conditions to Transfer described in this Section 8.1.4 shall not apply to a Transfer pursuant to Sections 8.2 or 8.7 hereof. 8.1.5 No Transfer by any Partner may be made if, as a result, the Partnership will have in the aggregate more than one hundred (100) Partners, including as Partners any Person (a “Beneficial Partnership Owner”) owning an interest in a partnership, a limited liability company, a grantor trust, or an S corporation (a “Flow-Through Entity”), that owns, directly or through other Flow-Through Entities, an interest in the Partnership, where substantially all of the value of the Beneficial Partnership Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership. 8.1.6 This Section 8.1 shall apply with respect to all Units held at any time by any Management Limited Partner, regardless of the manner in which such Management Limited Partner initially acquired such Unit.

Restrictions on Transfers of Interests. 8.1.1 Until the date that is the later of one year following the Offering and the expiration of any underwriter or Partnership “lock-up” agreement (as provided for in the Registration Rights Agreement or otherwise, including pursuant to any policy of the General Partner and/or Verso Paper Corp.) to which a Management Limited Partner is bound applicable to the Offering (such date as it applies to any Management Limited Partner, a “Transfer Date”), except as required by law, no No Management Limited Partner may directly or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in subject to Section 8.1.5in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer“”) any Units except pursuant to (i) Section 8.2 Sections 3.8, 8.2, 8.3, 9.1 and 9.2 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). 8.1.2 Following the Transfer Date, each Management Limited Partner may Transfer his Units only pursuant to (i) a Permitted Transfer or (ii) Section 8.7; provided, however that each Management Limited Partner may Transfer his Units pursuant to clause (ii) only if and to the extent, in the General Partner’s discretion, such Management Limited Partner would be entitled to transfer shares of Verso Paper Corp. Common Stock (without the consent of Verso Paper Corp.) pursuant to the Registration Rights Agreement or in accordance with the requirements of Rule 144 promulgated under the 1933 Act; and provided further that no Management Limited Partner shall be entitled to effect a Transfer of Units under clause (ii) on the basis of his ability to sell shares of Verso Paper Corp. Common Stock pursuant to Rule 144 without the prior written approval of the General Partner. 8.1.3 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII or Article IX unless (i) the transferee has agreed in writing to be bound by the terms and conditions of this Third Amendment, (ii) the Transfer complies in all respects with the applicable provisions of this Third AmendmentAgreement, (iiiii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iviii) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇); provided that the conditions to Transfer described in clause (i) above shall not apply to a Transfer pursuant to Sections 8.2 or 8.7 hereof. 8.1.4 8.1.3 No Transfer by any Management Limited Partner to a Manager Permitted Transferee may be made pursuant to this Article VIII unless and until (i) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement (as a Management Limited Partner) and (ii) if requested by the General Partner, such Management Limited Partner has first delivered to the Partnership an opinion of counsel (reasonably acceptable in form and substance to the Partnership) that neither registration nor qualification under the 1933 Act and applicable state securities laws is required in connection with such Transfer; provided that the conditions to Transfer described in this Section 8.1.4 shall not apply to a Transfer pursuant to Sections 8.2 or 8.7 hereof. 8.1.5 No Transfer by any Partner may be made if, as a result, the Partnership will have in the aggregate more than one hundred (100) Partners, including as Partners any Person (a “Beneficial Partnership Owner”) owning an interest in a partnership, a limited liability company, a grantor trust, or an S corporation (a “Flow-Through Entity”), that owns, directly or through other Flow-Through Entities, an interest in the Partnership, where substantially all of the value of the Beneficial Partnership Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership. 8.1.6 8.1.4 This Section 8.1 shall apply with respect to all Units held at any time by any Management Limited Partner, regardless of the manner in which such Management Limited Partner initially acquired such Unit.

Restrictions on Transfers of Interests. 8.1.1 Until Notwithstanding any other provisions of this paragraph 8.1, no sale, exchange, transfer, assignment or other disposition (collectively, a "Transfer") of all or any fraction of a Limited Partner's Interest may be made unless (a) such Transfer is effective as of the date that is the later end of one year following the Offering and the expiration of any underwriter or Partnership “lock-up” agreement a fiscal quarter, (as provided for in the Registration Rights Agreement or otherwise, including pursuant to any policy of b) the General Partner and/or Verso Paper Corp.) to gives its Consent (which a Management Limited Partner is bound applicable to the Offering (such date as it applies to any Management Limited Partner, a “Transfer Date”), except as required by law, no Management Limited Partner Consent may directly be granted or indirectly, sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in subject to Section 8.1.5, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any economic, voting or other rights in or to (collectively, “Transfer“) any Units except pursuant to (i) Section 8.2 hereof or (ii) a Transfer to a Manager Permitted Transferee (each a “Permitted Transfer”). 8.1.2 Following the Transfer Date, each Management Limited Partner may Transfer his Units only pursuant to (i) a Permitted Transfer or (ii) Section 8.7; provided, however that each Management Limited Partner may Transfer his Units pursuant to clause (ii) only if and to the extent, withheld in the General Partner’s discretion, such Management Limited Partner would be entitled to transfer shares of Verso Paper Corp. Common Stock (without the consent of Verso Paper Corp.) pursuant to the Registration Rights Agreement or in accordance with the requirements of Rule 144 promulgated under the 1933 Act; and provided further that no Management Limited Partner shall be entitled to effect a Transfer of Units under clause (ii) on the basis of his ability to sell shares of Verso Paper Corp. Common Stock pursuant to Rule 144 without the prior written approval sole discretion of the General Partner. 8.1.3 No Transfer by any Management Limited Partner ) to such Transfer, and (c) in the opinion of responsible counsel (who may be made pursuant to this Article VIII unless (i) counsel for the transferee has agreed in writing to be bound by the terms and conditions of this Third AmendmentPartnership), (ii) the Transfer complies in all respects with the applicable provisions of this Third Amendment, (iii) the Transfer complies in all respects with applicable federal and state securities laws, including the 1933 Act and (iv) the Transfer is made in compliance with all applicable Partnership policies and restrictions (including any trading “window periods” or other policies regulating ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇); provided that the conditions to Transfer described in clause (i) above shall not apply to a Transfer pursuant to Sections 8.2 or 8.7 hereof. 8.1.4 No Transfer by any Management Limited Partner may be made pursuant to this Article VIII unless and until such Management Limited Partner has first delivered to the Partnership an opinion of counsel (reasonably acceptable satisfactory in form and substance to the PartnershipGeneral Partner (which opinion may be waived, in whole or in part, at the discretion of the General Partner provided that prompt notice of such waiver is given by the General Partner to the Limited Partners), (i) that neither registration nor qualification under such Transfer, when added to the 1933 total of all other Transfers of Interests within the preceding 12 months, would not result in the Partnership being considered to have terminated within the meaning of Section 708 of the Internal Revenue Code; (ii) such Transfer would not violate the Securities Act and applicable of 1933, as amended, or any state securities or "Blue Sky" laws is required applicable to the Partnership or the Interest to be the subject of such Transfer; (iii) such Transfer would not cause the Partnership to lose its status as a partnership for federal income tax purposes or cause the Partnership to become subject to the Investment Company Act of 1940, as amended (the "1940 Act"); (iv) such Transfer would not cause the equity participation in the Partnership by "benefit plan investors" to be "significant" as such terms are defined in section 2510.3-101(f)(2) and section 2510.3-101(f)(1), respectively, of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations; and 8.1.2 No Interest nor any part thereof shall be the subject of a Transfer to a minor or an incompetent except in trust, pursuant to the Uniform Gifts to Minors Act, or by will, trust agreement or intestate succession. 8.1.3 Each Limited Partner agrees that it will, prior to the time the General Partner Consents to a Transfer of Interest by that Limited Partner, pay all reasonable expenses, including attorneys' fees, incurred by the Partnership in connection with such Transfer; provided that the conditions to Transfer described in this Section 8.1.4 shall not apply to a Transfer pursuant to Sections 8.2 or 8.7 hereof. 8.1.5 No Transfer by any Partner may be made if, as a result, the Partnership will have in the aggregate more than one hundred (100) Partners, including as Partners any Person (a “Beneficial Partnership Owner”) owning an interest in a partnership, a limited liability company, a grantor trust, or an S corporation (a “Flow-Through Entity”), that owns, directly or through other Flow-Through Entities, an interest in the Partnership, where substantially all of the value of the Beneficial Partnership Owner’s interest in the Flow-Through Entity is attributable to the Flow-Through Entity’s interest (direct or indirect) in the Partnership. 8.1.6 This Section 8.1 shall apply with respect to all Units held at any time by any Management Limited Partner, regardless of the manner in which such Management Limited Partner initially acquired such Unit.