Admission as Limited Partner. Upon execution and delivery by a subscriber and the General Partner of any Subscription Agreement, the subscriber shall be admitted as a Limited Partner and all Partners will be deemed to consent to the admission of the subscriber as a Limited Partner. No action or consent of the Limited Partners will be required for the admission of a Limited Partner. The General Partner shall also cause the Register to be amended to show the addition of the Limited Partner and shall file with appropriate authorities all such other documents as may be required by the Act or under any other applicable legislation in other relevant provinces or territories and shall cause the admission of the new Limited Partner to be reflected in all other relevant books and records of the Fund.
Admission as Limited Partner. The General Partner, acting on behalf of itself and as agent or attorney-in-fact for and on behalf of each of the existing Limited Partners, if any, in the Partnership, and the Grantee each agree that, upon the full execution of this Agreement, the parties hereto together agree to be bound by the terms of the Partnership Agreement as if they were all signatories thereto (and such terms are hereby incorporated by reference as if set out herein in full) and the Grantee shall be subject to and have the benefit of the terms of the Partnership Agreement as a Limited Partner. Without limitation thereof, the parties hereto agree that the Grantee shall have the benefit of Paragraph 3(b) of the Partnership Agreement as a Limited Partner and Paragraph 15 of the Partnership Agreement as an employee of BPI. Save for and to the extent of the admission of the Grantee as a Limited Partner of the Partnership, the Partnership Agreement is unamended and shall continue in full force and effect. This Agreement shall, solely for the purposes of Paragraph 3(c) of the Partnership Agreement, be deemed a counterpart to the Partnership Agreement.
Admission as Limited Partner. The transferee of all or any portion of a limited partnership interest that is either (i) already a General Partner or Limited Partner, (ii) Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx or Xxxx X. Xxxxxx (iii) a trust or trusts established by any one or more of the group composed of the foregoing individuals and their respective spouses, whether revocable or irrevocable, or (iv) the executor, administrator or other personal representative of a deceased or legally incapacitated Partner (but not a distributee of the estate of any such Partner unless described in clause (i), (ii) or (iii) of this sentence) shall be automatically admitted as a Limited Partner in respect of the transferred interest and any transferee so admitted shall be liable to the partnership for payment of such expenses incurred by the partnership in respect to the transfer as the General Partners reasonably may request. Any other transferee of a limited partnership interest may be admitted to the partnership as a Limited Partner in respect of the transferred interest only with the consent of the General Partners, which consent may be given or withheld in the absolute discretion of the General Partners, and only after executing such documents and instruments and paying or reimbursing the partnership for all such reasonably expenses incurred in connection with the transfer and admission of the transferee as a Limited Partner as the General Partners may reasonably request.
Admission as Limited Partner. If the General Partners consent to the admission as a Limited Partner of a purchaser, transferee or assignee permitted by paragraph 9.2, or if no such consent of the General Partners is required in accordance with Paragraph 9.2(f) hereof, and such purchaser, transferee or assignee (a) elects to become a Limited Partner by delivering a written notice of such election to the General Partner, (b) executes and acknowledges such other instruments as the General Partners may deem necessary, required, or advisable to effect the admission of such person as a Limited Partner, including without limitation the written acceptance and adoption by such person of the provisions of this Agreement, and (c) pays a reasonable transfer fee to the Partnership which is sufficient to cover all actual and reasonable expenses in connection with the admission of such person as a Limited Partner, then, all steps shall be taken which, in the opinion of the General Partners, are reasonably necessary to admit such person under the Act as a Limited Partner, and such person shall thereupon become a Limited Partner. 9.4 [INTENTIONALLY OMITTED] 9.5
Admission as Limited Partner. If the Managing General Partner consents to the admission as a Limited Partner of a purchaser, transferee or assignee permitted by Paragraph 9.2, and such purchaser, transferee or assignee (a) elects to become a Limited Partner by delivering a written notice of such election to the Managing General Partner, (b) executes and acknowledges such other instruments as the Managing General Partner may deem necessary, required, or advisable to effect the admission of such person as a Limited Partner, including without limitation the written acceptance and adoption by such person of the provisions of this Agreement, and (c) pays a reasonable transfer fee to the Partnership which is sufficient to cover all actual and reasonable expenses in connection with the admission of such person as a Limited Partner, then, all steps shall be taken which, in the opinion of the Managing General Partner, are reasonably necessary to admit such person under the Act as a Limited Partner, and such person shall thereupon become a Limited Partner. 9.4
Admission as Limited Partner. Section 2 of the Agreement shall be amended as of the Effective Date by the addition of the following sentence at the end of Section 2: Employee has also been admitted as a limited partner of the Management Company effective as of the August 8, 2007 (all of which partnership interest and all related rights, powers and privileges shall, without any further act or deed, cease and terminate in all respects on the last day of the Term). References in this Agreement to the “employment” of Employee by the Management Company shall refer to Employee’s limited partnership interest in, and his provision of services as a limited partner to, the Management Company, and all payments to Employee by the Management Company provided for herein shall be reported to Employee by the Management Company on a Form K-1. The rights of Employee as a limited partner of the Management Company, and the duties of the Management Company and its respective partners to Employee as limited partner of the Management Company, shall be limited to those expressly set forth in the Agreement, as hereby amended and as further amended from time to time, and Employee shall have no other rights as a limited partner of the Management Company, whether by virtue of applicable statutory law or otherwise. Employee expressly waives and disclaims any other rights or obligations in favor of Employee.
