Common use of Restrictions on Transfers of Interests Clause in Contracts

Restrictions on Transfers of Interests. A. No transfer or assignment with respect to any Limited Partnership Interest or any Additional Limited Partnership Interest, or any fraction thereof, shall be effective if such transfer or assignment would, in the opinion of counsel for the Partnership, result in the termination of the Partnership or the treatment of the Partnership as an association taxable as a corporation, for purposes of the then applicable provisions of the Code. B. No transfer or assignment with respect to any Limited Partnership Interest, or any fraction thereof, shall be effective if counsel for the Partnership shall be of the opinion that such transfer or assignment would be in violation of any state securities or "Blue Sky" laws (including any investment suitability standards) applicable to the Partnership. C. No purported transfer or assignment with respect to a Limited Partnership Interest, or any fraction thereof, after which the transferor or the transferee would hold an Interest representing a Capital Investment of less than $5,000 will be permitted or recognized or be valid for any purpose (except for transfers by gift, inheritance or family dissolution, transfers to Affiliates or intra-family transfers). Prior to the first date on which an Additional Limited Partnership Interest is issued to an Assignee Holder (other than ML Real Estate Associates II), no purported transfer or assignment with respect to any Interest, or any fraction thereof, shall be permitted or recognized or be valid for any purpose. D. No transfer or assignment with respect to any Limited Partnership Interest or any Additional Limited Partnership Interest, or any fraction thereof, shall be effective if as a result of such transfer or assignment such Limited Partnership Interest or Additional Limited Partnership Interest (or fraction thereof) would be held by any person that is a non-resident alien individual or foreign corporation or other entity or that may be subject to tax under Section 511 of the Code, or by any "tax-exempt entity" (within the meaning of Section 168(h)(2) of the Code for purposes of Section 168(h)(6)(A) of the Code), except that the foregoing restriction shall not apply to any transfer or assignment permitted in the sole discretion of the General Partner.

Restrictions on Transfers of Interests. A. No transfer (a) A Limited Partner may not sell, exchange, assign, transfer, pledge or assignment with respect to any Limited Partnership Interest otherwise dispose of (herein collectively called a “Transfer”) all or any Additional Limited of its interest in the Partnership Interestwithout the written Consent of the General Partner, or which the General Partner may withhold in its sole discretion. In any fraction thereofevent, the Consent of the General Partner shall be effective if such transfer or assignment would, in withheld unless the General Partner receives an opinion of counsel (who may be counsel for the Partnership, result Partnership or any Partner) satisfactory in form and substance to the termination of General Partner that states that: (i) such Transfer would not violate the Securities Act or any state (or other jurisdiction) securities or “Blue Sky” laws applicable to the Partnership or the treatment interest to be transferred; (ii) such Transfer would not cause the Partnership to become subject to the registration requirements of the Investment Company Act; (iii) such Transfer would not be a “prohibited transaction” under ERISA or the Code or the regulations promulgated thereunder or cause all or any portion of the assets of the Partnership as an association taxable as a corporationto constitute “plan assets” under ERISA, for purposes of the then applicable provisions Plan Asset Regulations or Section 4975 of the Code; and (iv) such Transfer would not render the Partnership a “publicly traded partnership” under Sections 7704 or 469 of the Code and the Treasury Regulations thereunder or otherwise cause the Partnership to lose its status as a partnership for U.S. federal income tax purposes. Notwithstanding the foregoing, the General Partner may waive the requirement for the delivery of an opinion of counsel in connection with a Transfer in its sole discretion if it is reasonably satisfied that the Transfer would meet the requirements set forth in this Section 10.1(a). B. No (b) Any Limited Partner seeking to transfer or assignment with respect to any Limited Partnership Interest, all or any fraction thereofof its interest agrees that it will pay all reasonable expenses, including attorneys’ fees, incurred by the Partnership in connection with such Transfer, prior to the consummation of such Transfer. (c) Each Limited Partner ▇▇▇▇▇▇ severally agrees that it will not Transfer all or any fraction of its interest in the Partnership, except as permitted by this Agreement. (d) The Partnership shall not recognize for any purpose any purported Transfer of all or any fraction of the interest of a Limited Partner and shall be effective if counsel entitled to treat the transferor of an interest as the absolute owner thereof in all respects, and shall incur no liability for distributions made in good faith to it, unless the General Partner shall have given its Consent thereto and there shall have been filed with the Partnership shall be a dated notice of such Transfer, in form satisfactory to the General Partner, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee, and such notice (i) contains the acceptance by the purchaser, assignee or transferee of all of the opinion terms and provisions of this Agreement and its agreement to be bound thereby, and (ii) represents that such transfer or assignment would be Transfer was made in violation of any state securities or "Blue Sky" accordance with this Agreement and all applicable laws (including any investment suitability standards) and regulations applicable to the Partnershiptransferee and the transferor. C. No purported transfer or assignment with respect to a Limited Partnership Interest, or any fraction thereof, after which the transferor or the transferee would hold an Interest representing a Capital Investment of less than $5,000 will be permitted or recognized or be valid for any purpose (except for transfers by gift, inheritance or family dissolution, transfers to Affiliates or intra-family transfers). Prior to the first date on which an Additional Limited Partnership Interest is issued to an Assignee Holder (other than ML Real Estate Associates II), no purported transfer or assignment with respect to any Interest, or any fraction thereof, shall be permitted or recognized or be valid for any purpose. D. No transfer or assignment with respect to any Limited Partnership Interest or any Additional Limited Partnership Interest, or any fraction thereof, shall be effective if as a result of such transfer or assignment such Limited Partnership Interest or Additional Limited Partnership Interest (or fraction thereof) would be held by any person that is a non-resident alien individual or foreign corporation or other entity or that may be subject to tax under Section 511 of the Code, or by any "tax-exempt entity" (within the meaning of Section 168(h)(2) of the Code for purposes of Section 168(h)(6)(A) of the Code), except that the foregoing restriction shall not apply to any transfer or assignment permitted in the sole discretion of the General Partner.