EX-10.1 AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement |
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Exhibit 10.1
UNITS OF LIMITED PARTNERSHIP INTEREST IN THE PARTNERSHIP HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION. WITHOUT SUCH REGISTRATION, SUCH UNITS MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT UPON DELIVERY TO THE GENERAL PARTNER OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER OF THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER OR THE SUBMISSION TO THE GENERAL PARTNER OF THE PARTNERSHIP OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE GENERAL PARTNER TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION. IN ADDITION, ANY TRANSFER OF UNITS REQUIRES THE PRIOR WRITTEN CONSENT OF THE GENERAL PARTNER AND IS SUBJECT TO OTHER RESTRICTIONS PURSUANT TO THIS AGREEMENT.
AGREEMENT OF LIMITED PARTNERSHIP OF CWEI SOUTH LOUISIANA III, L. P.
TABLE OF CONTENTS
AGREEMENT OF LIMITED PARTNERSHIP
OF
CWEI SOUTH LOUISIANA III, L. P.
This AGREEMENT OF LIMITED PARTNERSHIP OF CWEI SOUTH LOUISIANA III, L. P. (this “ Agreement ”) is made and entered into April 8, 2005 to be effective as of March 1, 2005 (the “ Effective Date ”), by and among the Partners (as defined below).
FOR AND IN CONSIDERATION OF the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived from them, and other good and valuable consideration, the receipt and the sufficiency of which is hereby acknowledged, the Partners agree as follows:
1.01 Certain Definitions . As used in this Agreement, the following terms have the following meanings:
“ Acquisition Costs ” means (i) the costs of acquiring a leasehold interest, including, without limitation, direct costs of seismic data and interpretation, lease broker services, title examinations, filing fees, and recording costs, and (ii) the fair value of Partnership Properties contributed to the Partnership by the General Partner.
“ Act ” means the Texas Revised Limited Partnership Act and any successor statute, as amended.
“ Affiliate ” means, when used with reference to a specified Person, (a) any Person directly or indirectly owning, controlling or holding power to vote 50% or more of the outstanding voting securities of the specified Person, (b) any Person 50% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the specified Person, (c) any Person directly or indirectly controlling, controlled by or under common control with the specified Person, (d) if the specified Person is a corporation, any officer or director of the specified Person or of any corporation directly or indirectly controlling that specified Person, (e) if the specified Person is a partnership, any general partner or if the general partner is a partnership, the general partners of that partnership, and (f) if the specified Person is an individual, such individual’s spouse and natural and adoptive lineal descendants and trusts for the benefit of any such Persons. For purposes of this definition, the ability through share ownership or contractual arrangement to elect or cause the election of a majority of the board of directors of a corporation shall constitute “control.”
“ Agreed Rate ” means 4.55% per annum.
“ Agreement ” means this Agreement of Limited Partnership, as amended or restated from time to time.
“ Area of Interest ” means the area described in Exhibit B .
“Capital Account” has the meaning set forth in Section 5.04 .
“ Capital Contribution ” means, for any Partner, the dollar amount of any cash contributed to the capital of the Partnership and the fair value of any property contributed to the Partnership by such Partner.
“ Certificate ” means the certificate of limited partnership of the Partnership filed with the Secretary of State of Texas, as amended or restated from time to time.
“ Change in Control ” has the meaning set forth in Section 8.01(d) .
“ Code ” means the Internal Revenue Code of 1986, as amended.
“Contribution Date” has the meaning set forth in Section 5.03(a) .
“Contribution Notice” has the meaning set forth in Section 5.03(a) .
“ CWEI ” means Clayton Williams Energy, Inc., a Delaware corporation.
“Event of Forfeiture” has the meaning set forth in Section 4.07 .
“Event of Withdrawal” means the withdrawal of the General Partner as provided in Section 3.06 . The events described in subdivisions (4), (5) and (8) of Section 4.02(a) of the Act shall not be Events of Withdrawal, and a General Partner shall not cease to be a General Partner upon the occurrence of any of such events.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ General Partner ” means CWEI and each other Person admitted as an additional or successor General Partner pursuant to Section 3.05 .
“ Indemnified Person ” has the meaning set forth in Section 9.11 .
“Lease” means a lease, mineral interest, royalty or overriding royalty, fee right, mineral servitude, license, concession or other right covering oil, gas and related hydrocarbons (or a contractual right to acquire such an interest) or an undivided interest therein or portion thereof, together with all appurtenances, easements, permits, licenses, servitudes and rights-of-way situated upon or used or held for future use in connection with such an interest or the exploration, development or production thereof. A “Lease” shall also mean and include all rights and interests in all lands and interests unitized or pooled therewith pursuant to any law, rule, regulation or agreement.
“Limited Partner” means each Person listed as a limited partner on Exhibit A and each other Person admitted as an additional or successor Limited Partner pursuant to Section 4.03 .
“ Majority in Interest ” has the meaning set forth in Section 3.02 .
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“Non-Contributing Limited Partner” has the meaning set forth in Section 5.03(b) .
“ Operating Agreement ” means an agreement between the operator and non-operating interest owners in a Lease for the testing, development and operation of a tract of land or Lease for the exploration and development of oil, gas, minerals or hydrocarbons.
“ Partner ” means any General Partner or any Limited Partner.
“Partnership” means the limited partnership formed by the Partners pursuant to this Agreement.
“Partnership Counsel” has the meaning set forth in Section 9.12 .
“Partnership Property” means Leases and Wells in which the Partnership owns an undivided interest.
“ Payout ” means the earliest calendar month during which the General Partner shall have received distributions pursuant to Section 6.04 in an aggregate amount equal to the sum of (i) the cumulative Capital Contributions made by the General Partner pursuant to Section 5.01 , plus (ii) an annual rate of return on such Capital Contributions equal to the Agreed Rate. For this purpose, each distribution and Capital Contribution shall be deemed to have been made on the last day of the month during which it was made or received.
“ Person ” means an individual, corporation, partnership, limited partnership, limited liability company, business trust or other legal entity.
“ Regulations ” mean the regulations promulgated by the United States Department of Treasury pursuant to the Code. All references herein to sections of the Treasury Regulations shall include corresponding provision or provisions of succeeding, similar, substitute, temporary or final Treasury Regulations.
“ Securities Act ” means the Securities Act of 1933, as amended.
“ Transfer ” means any sale, transfer, assignment, pledge, encumbrance, hypothecation, gift or disposition of a Unit in whole or in part, or any rights or benefits to which a holder of a Unit may be entitled as provided in this Agreement or the Act, including, without limitation, the right to receive distributions in cash or in kind.
“Unit” means a Limited Partnership interest, or fraction thereof, in the Partnership. The number of Units owned by each Limited Partner and the total number of Units of the Partnership are set forth on Exhibit A , as amended from time to time.
“ Well ” means a well in which the Partnership holds a Working Interest derived from its ownership of one or more Leases. The name and location of each “Well” is shown on Exhibit C , as amended from time to time.
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“ Well Costs ” means the Partnership’s share of costs pursuant to any Operating Agreement for the drilling, completing, equipping, deepening or sidetracking a Well, including, without limitation: (i) the costs of surveying and staking the Well, the costs of any surface damages and the costs of clearing, coring, testing, logging and evaluating the Well; (ii) the costs of casing, cement and cement services for the Well; (iii) the cost of plugging and abandoning the Well (including standard and customary remediation activities associated therewith), if it is determined that the Well would not produce in commercial quantities and should be abandoned; (iv) all direct charges and overhead chargeable to the Partnership with respect to the Well under any applicable Operating Agreement until such time as all operations are carried out as required by applicable regulations and sound engineering practices to make such Well ready for production, including the installation and testing of wellhead equipment, or to plug and abandon a dry hole; (v) all costs incurred by the Partnership in recompleting or plugging back any Well; (vi) all costs incurred by the Partnership in reworking any Well if the rework is covered by an authority for expenditure under the applicable Operating Agreement; (vii) all costs incurred by the Partnership in locating, drilling, completing, equipping, deepening or sidetracking any enhanced recovery producer or injector Well (including the costs of all necessary surface equipment such as steam generators, compressors, water treating facilities, injection pumps, flow lines and steam lines); and (viii) the costs of constructing production facilities, pipelines and other facilities necessary to develop Partnership property acquired pursuant to the terms hereof and produce, collect, store, treat, deliver, market, sell or otherwise dispose of oil, gas and other hydrocarbons and minerals therefrom; provided , that Well Costs shall not include any Acquisition Costs.
“ Working Interest ” means a fractional operating interest in a Lease that permits the Partnership to explore, develop and produce one or more properties in the Area of Interest and bear its percentage of the costs and expenses relating to the maintenance and development of and operations relating to such properties in return for a share of the mineral production from the property.
1.02 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to exhibits are to Exhibits attached to this Agreement, each of which is made a part of this Agreement for all purposes.
2.01 Formation. The Persons executing this Agreement agree to form the Partnership as a limited partnership under the Act for the purposes and upon the terms and subject to the conditions set forth in this Agreement.
2.02 Name. The name of the Partnership is “CWEI SOUTH LOUISIANA III, L. P.”, and all Partnership business shall be conducted in that name or such other names that comply with applicable law as the General Partner may select from time to time.
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2.03 Registered Office; Registered Agent; Other Offices. The registered office of the Partnership in the State of Texas shall be at such place as the General Partner may designate from time to time. The registered agent for service of process on the Partnership in the State of Texas or in any other jurisdiction shall be such Person or Persons as the General Partner may designate from time to time. The Partnership may have such other offices as the General Partner may designate from time to time.
2.04 Purposes. The purposes for which the Partnership is formed are to (i) acquire, explore, hold, develop, produce, dispose of and otherwise deal with Partnership Property, (ii) collect proceeds, payments and other distributions from Partnership Property, (iii) make distributions to the Partners in accordance with the terms hereof and (iv) engage in any other business or activity that now or in the future may be necessary, incidental, proper, advisable or convenient to accomplish the foregoing purposes (including, without limitation, obtaining appropriate financing) and that is not prohibited by the law of the jurisdiction in which the Partnership engages in that business.
2.05 Certificate; Foreign Qualification. The General Partner shall execute and cause the Certificate to be filed with the Secretary of State of Texas on or as soon as practicable after the Effective Date. Prior to the Partnership’s conducting business in any jurisdiction other than Texas, the General Partner shall cause the Partnership to comply, to the extent those matters are reasonably within the control of the General Partner, with all requirements necessary to qualify the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in that jurisdiction. At the request of the General Partner, each Limited Partner shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to form, qualify, continue, dissolve and terminate the Partnership as a limited partnership under the law of the State of Texas and to qualify, continue, dissolve and terminate the Partnership as a foreign limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership may conduct business, and to this end the General Partner may use the power of attorney set forth in Section 9.13 .
2.06 Term. The term of Partnership shall commence on the date of filing of the Certificate and shall continue until the close of business on February 28, 2015, unless the Partnership is dissolved and liquidated before such time in accordance with this Agreement.
ARTICLE III
3.01 Authority of General Partner. In addition to the powers now or hereafter granted to a general partner of a limited partnership under applicable law or which are granted to the General Partner under other provisions of this Agreement, subject only to any express limitations set forth in this Agreement, the General Partner shall have the full and exclusive power and authority to do any and all things necessary, incidental, proper, advisable or convenient for the furtherance of the purposes of the Partnership and for the protection and benefit of the Partnership, including without limitation:
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(a) to determine whether to acquire, hold, develop or produce Partnership Property and other assets of the Partnership and whether, when and on what terms to farm-out, sell, promote or otherwise transfer any particular prospect, or any interest therein;
(b) to make all decisions concerning the desirability of payment, and the payment or supervision of payment, of all delay rentals, shut-in royalty payments, minimum royalty payments and any other similar or related payments;
(c) to drill, complete, control, rework, side-track, redrill, recomplete, produce, plug and/or abandon any or all of the Wells;
(d) to form and participate in tax partnerships, joint ventures or other relationships that it deems desirable with regard to Partnership prospects;
(e) to make any expenditures and incur any obligations it deems appropriate for the conduct of the activities of the Partnership;
(f) to acquire (including, without limitation, to purchase at premium prices when deemed appropriate by the General Partner), exchange, sell, lease, dispose of or exchange any or all Partnership Property;
(g) to use Partnership Property or credit of the Partnership (including without limitation, cash on hand), for any purpose not inconsistent with this Agreement and on any terms it deems appropriate, including, without limitation, the financing of Partnership operations and activities, the repayment of obligations of the Partnership and the contribution obligations of others under third-party joint operating agreements or similar agreements;
(h) to negotiate, execute, deliver and perform, in the name and on behalf of the Partnership, any contracts, conveyances or other instruments which it considers appropriate for the conduct of Partnership operations or the implementation of its powers under this Agreement, including, without limitation, Operating Agreements, unit Operating Agreements and joint development agreements, and the right to make any and all elections that are required or necessary under the terms of any agreements;
(i) to distribute cash, Partnership Property or other assets of the Partnership to the Partners in accordance with this Agreement;
(j) to select and dismiss attorneys, accountants, consultants and contractors of the Partnership and to determine their compensation and other terms of engagement;
(k) to acquire and maintain such insurance, if any, for the benefit of the Partnership and the Partners as it deems appropriate;
(l) to establish operating and other offices and facilities;
(m) to borrow money, incur indebtedness or make guaranties in the name or on behalf of the Partnership and to secure the same by mortgages, deeds of trust, security interests, pledges or other liens or encumbrances on all or any part of the Partnership Property;
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(n) to construct pipelines, drilling and production platforms and facilities, gas plants, processing plants and other facilities incidental to the development of Partnership Property and the production and marketing of oil and gas therefrom;
(o) to execute and deliver division orders and transfer orders upon such terms and conditions and containing such provisions as the General Partner may consider appropriate; and
(p) to control any matters affecting the rights and obligations of the Partnership including the conduct of litigation and other incurring of legal expenses and the settlement of claims in litigation; provided , that, the General Partner shall not be authorized to settle any claims for which any Limited Partner has, or may have, any individual liability without the Limited Partner’s prior written consent.
Any person dealing with the Partnership shall be entitled to rely, and shall be fully protected in relying, on the authority of the General Partner to act for the Partnership.
3.02 Certain Restrictions on General Partner’s Power and Authority. The General Partner shall not have the power or authority to, and shall not, do, form or authorize any of the following without the prior written consent of Limited Partners holding a majority of the Units held by all Limited Partners (a “ Majority in Interest ”):
(a) do any act in contravention of this Agreement;
(b) do any act which would make it impossible to carry on the ordinary business of the Partnership;
(c) possess Partnership Property or other assets of the Partnership or assign any rights in specific Partnership Property or assets for other than a Partnership purpose;
(d) change or reorganize the Partnership into any other legal form; or
(e) commingle the funds of the Partnership with the funds of any other person or entity.
3.03 Duties and Services of General Partner. The General Partner shall comply in all respects with the terms of this Agreement and shall use its reasonable efforts to cause the Partnership to: (i) comply in all material respects with the terms and provisions of all agreements to which the Partnership is a party or to which its properties are subject; (ii) comply in all material respects with all applicable laws, ordinances or governmental rules and regulations to which the Partnership is subject; and (iii) obtain all licenses, permits, franchises and other governmental authorizations material and necessary with respect to the ownership of Partnership properties and the conduct of Partnership business and operations. During the existence of the Partnership, the General Partner shall devote such time and effort to the Partnership business and operations as shall be necessary for the furtherance of the purposes of the Partnership; provided , however , that the Partners acknowledge and agree that neither the General Partner nor any Affiliate thereof nor any of their respective officers, directors, employees or agents shall be required to devote full time to Partnership business and may from time to time engage in and possess interests in other business ventures of any and every type and description, independently
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or with others, including without limitation, the ownership, acquisition, exploration, development, operation and management of oil and gas properties, oil and gas drilling programs and other partnerships similar to this Partnership, and that neither the Partnership nor any Limited Partner shall by virtue of this Agreement have any right, title, interest or expectancy in or to such activities or ventures. The Partners acknowledge and agree that the General Partner engages in the same business as the Partnership, and that that General Partner has no duty to any Limited Partner with regard to the operation of the General Partner’s business affairs or prospects outside of the Partnership. The Partners also agree and acknowledge that the General Partner may operate the General Partner’s business affairs or prospects outside of the Partnership without offering the Partnership or any Limited Partner the right to participate in such other affairs or prospects.
3.04 Operating Agreements. The General Partner shall use its reasonable efforts to cause the Partnership to become a party to all applicable Operating Agreements for any Partnership Property. To the extent the General Partner is not able to cause the Partnership to become a party to an applicable Operating Agreement, the General Partner agrees to use its reasonable efforts to act in accordance with the provisions of such Operating Agreement as if the Partnership were a party to such Operating Agreement. In addition, following dissolution and liquidation of the Partnership, each Partner agrees to become a party to all Operating Agreements in which the General Partner serves as operator, and further agrees to use its reasonable efforts to become a party to all other applicable Operating Agreements. To the extent any Partner is not able to become a party to an applicable Operating Agreement, such Partner agrees to use its reasonable efforts to act in accordance with the provisions of such Operating Agreement as if it were a party to such Operating Agreement.
3.05 Admission of Additional General Partners. After the date of this Agreement, the General Partner may admit one or more additional General Partners at such times and upon such terms and conditions as may be determined by the General Partner, in its sole discretion. Each such additional General Partner, as a condition to its admission to the Partnership, shall adopt and agree to be bound by the terms and provisions of this Agreement and will assume all obligations and liabilities of the Partnership arising before its admission as though it had been a General Partner when such obligations and liabilities were incurred.
3.06 Withdrawal of General Partner. A General Partner shall cease to be a General Partner and shall be deemed to have withdrawn from the Partnership upon the General Partner’s written notice of its withdrawal to the other Partners. A General Partner may not be removed as a General Partner.
3.07 General Partner as Limited Partner. The General Partner shall also be treated as a Limited Partner to the extent that it acquires, holds or becomes an assignee of Units of a Limited Partner, whether pursuant to Section 5.03(b) or otherwise.
3.08 Excluded Properties. Notwithstanding any provision of this Agreement to the contrary, the General Partner may at any time and from time to time and in its sole discretion determine that Leases acquired by the General Partner in the Area of Interest, Wells in the Area of Interest or Working Interests derived from the General Partner’s ownership of Leases in the Area of Interest shall not be Partnership property and may designate such Leases, Wells or
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Working Interests or any portion of the General Partner’s interest therein as “ Excluded Property ” for purposes of this Agreement. The Limited Partners acknowledge and agree that the General Partner (i) shall not have any obligation to contribute Excluded Property to the Partnership, (ii) may acquire, own, hold and develop Excluded Property for itself, its Affiliates or any other Person and (iii) may transfer, assign or contribute any or all of its interests in Excluded Property to any other Person, including, without limitation, to a partnership or other entity formed by the General Partner or an Affiliate of the General Partner and one or more Limited Partners or other officers, employees, agents or contractors of the General Partner or an Affiliate of the General Partner, in which one or more Limited Partners do not participate or participate on a basis that differs from their ownership of Units in the Partnership.
4.01 Restrictions on Limited Partners. Notwithstanding any other provision of this Agreement, a Limited Partner, in his or her capacity as such, shall not:
(a) be allowed to manage or control or take part in the management or control of the Partnership business or to act for or bind the Partnership, such power being vested solely and exclusively in the General Partner;
(b) be entitled to be paid any fee, salary or other compensation by the Partnership or General Partner or to have a Partnership drawing account;
(c) be entitled to receive any interest or a return of Capital Contributions except as expressly provided for herein;
(d) be entitled to a partition of Partnership Property or other assets of the Partnership;
(e) be bound by, nor be personally liable for, the expenses, liabilities or obligations of the Partnership; provided , however , that the foregoing shall not limit or expand any obligation or liability of any Limited Partner to the Partnership set forth in this Agreement or to the extent such obligation or liability is required by law; or
(f) be entitled to withdraw from the Partnership.
4.02 Access to Information. A Limited Partner or a permitted assignee of Units, on written request to the General Partner stating the purpose, may examine and copy, at any reasonable time, for any proper purpose, and at the expense of the Limited Partner or assignee, records required to be kept by the Partnership under Section 1.07 of the Act and other information regarding the business affairs and financial condition of the Partnership as is just and reasonable for the Person to examine and copy. On the written request by any Limited Partner or an assignee of Units made to the General Partner at the principal place of business of the Partnership, the Partnership shall provide to the requesting Limited Partner or assignee, without charge, true copies of:
(a) this Agreement and the Certificate and all amendments and restatements; and
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(b) any of the tax returns described in Subdivision (2) of Subsection (a) of Section 1.07 of the Act.
Information provided to or obtained by a Limited Partner or an assignee of Units relating to the Partnership or Partnership Property shall be used by such Limited Partner or assignee solely in furtherance of his or her interests as a Limited Partner and shall not be used for any other purpose. Limited Partners and assignees of Units shall maintain the confidentiality of all such information and shall not disclose such information to any other Person. If a Limited Partner or assignee of a Unit receives a request to disclose information relating to the Partnership or Partnership Property under the terms of a subpoena, investigative demand or order issued by a court or governmental agency, the Limited Partner or assignee shall promptly notify the General Partner of the existence, terms and circumstances surrounding such request, so that the General Partner may seek a protective order or confidential treatment of such information.
4.03 Admission of Additional Limited Partners. The General Partner may admit an assignee of Units who has acquired Units in a Transfer permitted under Sections 4.05 , 4.06 or 5.03(b) as an additional or successor Limited Partner to the Partnership at such times and upon such terms and conditions as may be determined by the General Partner, in its sole discretion.
4.04 Investment Representations of the Limited Partners.
(a) Each Limited Partner is admitted to the Partnership in reliance upon such Limited Partner’s representation to the General Partner and the Partnership, which by executing this Agreement each Limited Partner hereby confirms, that such Limited Partner is acquiring his or her Units for his or her own account, for investment purposes only and not with a view to the resale or distribution thereof, in whole or in part. Each Limited Partner understands that the Units have not been registered under the Securities Act and that any Transfer of the Units may not be made without registration under the Securities Act or pursuant to an applicable exemption therefrom. The Limited Partners understand that no market exists for any Units and that it is unlikely that a market will ever exist for any Units.
(b) Each Limited Partner represents that he or she has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units.
4.05 Transfer Restrictions. Except as provided in Sections 4.06 and 5.03(b) , no Limited Partner shall Transfer any Units or any interest therein without the prior written consent of the General Partner. Any attempted Transfer in violation of this Section 4.05 shall be null and void, and the Partnership shall refuse to recognize any such Transfer and shall not reflect on its records any change in ownership of such Units pursuant to any such Transfer.
4.06 Permitted Transfers; Status as Assignee. A Limited Partner may Transfer all or any portion of his or her Units (i) to the Partnership, (ii) to his or her spouse, parents or natural or adoptive lineal descendants, or to one or more trusts or partnerships established exclusively for the benefit of his or her spouse, parents or natural or adoptive lineal descendants, or (iii) pursuant to Section 4.07 ; provided , that any such permitted assignee shall receive and hold such rights subject to the provisions of this Agreement, including, without limitation, the provisions of this
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Article IV . A Limited Partner intending to Transfer Units pursuant to this Section 4.06 shall provide at least 10 days prior written notice of such proposed transfer to the General Partner. An assignee of Units shall have only the rights of an assignee under the Act and, except as expressly provided under the Act, shall not be considered a Partner for any purpose under this Agreement or otherwise unless and until such assignee is admitted to the Partnership as a Limited Partner with the approval of the General Partner pursuant to Section 4.03 .
4.07 General Partner’s Right of Purchase. The General Partner shall have the right and option to purchase any and/or all Units held by a Limited Partner following such Limited Partner’s admission to or conviction of a felony or misdemeanor offense against CWEI or any of its Affiliates (“ Event of Forfeiture ”). The General Partner may exercise such right and option of purchase within 60 days of an Event o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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