Common use of Admission of a Substitute or Additional General Partner Clause in Contracts

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, or will result in the loss of any Limited Partner’s limited liability status.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of the any state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, or will result in the loss of any Limited Partner’s 's limited liability status.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute substitute or Additional additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) Except where the admission of a substitute or additional General Partner is expressly authorized in Section 7.01, a majority in interest of the Limited Partners (other than the General Partner) must consent in writing to the admission of the substitute or additional General Partner, which consent may be withheld in the sole discretion of such Limited Partners; (b) The Person to be admitted as a Substitute substitute or Additional additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, Partner and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act Section 2.05 hereof in connection with such admission shall have been performed; (bc) if If the Person to be admitted as a Substitute substitute or Additional additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (cd) counsel Counsel for the Partnership shall have rendered an opinion (relying on such opinions opinion from other counsel of and the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute substitute or Additional additional General Partner is in conformity with the Act and Act, that none of the actions taken in connection with the admission of such Person as a Substitute substitute or Additional additional General Partner will cause the termination of (i) the Partnership under Section 708 of the Code, or will cause it to be classified as other than as a partnership for federal income tax purposes, purposes or will result in (ii) the loss of any Limited Partner’s 's limited liability statusliability.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, or will result in the loss of any Limited Partner’s 's limited liability status.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute substitute or Additional additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) a majority in interest of the Limited Partners (other than IRET) shall have consented in writing to the admission of the substitute or additional General Partner, which consent may be withheld in the sole discretion of such Limited Partners; (b) the Person to be admitted as a Substitute substitute or Additional additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act Section 2.05 hereof in connection with such admission shall have been performed; (bc) if the Person to be admitted as a Substitute substitute or Additional additional General Partner is a corporation or a partnership, partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (cd) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel of and the state or any other jurisdiction as may be necessary) that the admission of the Person person to be admitted as a Substitute substitute or Additional additional General Partner is in conformity with the Act and Act, that none of the actions taken in connection with the admission of such Person as a Substitute substitute or Additional additional General Partner will cause the termination of (i) the Partnership under Section 708 of the Code, or will cause it to be classified as other than as a partnership for federal income tax purposes, or will result in (ii) the loss of any Limited Partner’s 's limited liability statusliability.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of in the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, or will result in the loss of any Limited Partner’s 's limited liability status.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of in the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, Code or will result in the loss of any Limited Partner’s 's limited liability status.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of the any state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, or will result in the loss of any Limited Partner’s limited liability status.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute substitute or Additional additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) a majority in interest of the Limited Partners (other than the Company) shall have consented in writing to the admission of the substitute or additional General Partner, which consent may be withheld in the sole discretion of such Limited Partners; (b) the Person to be admitted as a Substitute substitute or Additional additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act Section 2.05 hereof in connection with such admission shall have been performed; (bc) if the Person to be admitted as a Substitute substitute or Additional additional General Partner is a corporation or a partnership, partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (cd) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel of and the state or any other jurisdiction as may be necessary) that the admission of the Person person to be admitted as a Substitute substitute or Additional additional General Partner is in conformity with the Act and Act, that none of the actions taken in connection with the admission of such Person as a Substitute substitute or Additional additional General Partner will cause the termination of (i) the Partnership under Section 708 of the Code, or will cause it to be classified as other than as a partnership for federal income tax purposes, or will result in (ii) the loss of any Limited Partner’s 's limited liability statusliability.

Admission of a Substitute or Additional General Partner. A Person ------------------------------------------------------- shall be admitted as a Substitute substitute or Additional additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) a majority in interest of the Limited Partners (other than the Company) shall have consented in writing to the admission of the substitute or additional General Partner, which consent may be withheld in the sole discretion of such Limited Partners; (b) the Person to be admitted as a Substitute substitute or Additional additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act Section 2.05 hereof in connection with such admission shall have been performed; (bc) if the Person to be admitted as a Substitute substitute or Additional additional General Partner is a corporation or a partnership, partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (cd) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel of and the state or any other jurisdiction as may be necessary) that the admission of the Person person to be admitted as a Substitute substitute or Additional additional General Partner is in conformity with the Act and Act, that none of the actions taken in connection with the admission of such Person as a Substitute substitute or Additional additional General Partner will cause the termination of (i) the Partnership under Section 708 of the Code, or will cause it to be classified as other than as a partnership for federal income tax purposes, or will result in (ii) the loss of any Limited Partner’s 's limited liability statusliability.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of in the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, Code or will result in the loss of any Limited Partner’s limited liability status.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute or Additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) the Person to be admitted as a Substitute or Additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act in connection with such admission shall have been performed; (b) if the Person to be admitted as a Substitute or Additional General Partner is a corporation or a partnership, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (c) counsel for the Partnership shall have rendered an opinion (relying on such opinions from counsel of and the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute or Additional General Partner is in conformity with the Act and that none of the actions taken in connection with the admission of such Person as a Substitute or Additional General Partner will cause the termination of the Partnership under Section 708 of the Code, or will cause it to be classified as other than a partnership for federal income tax purposes, or will result in the loss of any Limited Partner’s 's limited liability status. (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner or the withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued within ninety (90) days by the remaining general partners or all remaining members of such partnership), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 9.3(b). (b) Following the occurrence of an Event of Bankruptcy as to a General Partner or the withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to or removal of a partner in such partnership shall be deemed not be a dissolution of such General Partner if the business of such General Partner is continued within ninety (90) days by the remaining general partners or all remaining members of such partnership), persons holding at least a majority of the Limited Partnership interests, within ninety (90) days after such occurrence, may elect to continue the business of the Partnership for the balance of the term specified in Section 3.2 by selecting, subject to Section 9.2 and any other provisions of this Agreement, a Substitute General Partner by unanimous consent of the Limited Partners. If the Limited Partners elect to reconstitute the Partnership and admit a Substitute General Partner, the relationship between the Partners and any Person who has acquired an interest of a Partner in the Partnership shall be governed by this Agreement.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute substitute or Additional additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) Except where the admission of a substitute or additional General Partner is expressly authorized in Section 7.01, a majority in interest of the Limited Partners (other than the General Partner) must consent in writing to the admission of the substitute or additional General Partner, which consent may be withheld in the sole discretion of such Limited Partners; (b) The Person to be admitted as a Substitute substitute or Additional additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act Section 2.05 hereof in connection with such admission shall have been performed; (bc) if If the Person to be admitted as a Substitute substitute or Additional additional General Partner is a corporation or a partnership, partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (cd) counsel Counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel of and the state or any other jurisdiction as may be necessary) that the admission of the Person person to be admitted as a Substitute substitute or Additional additional General Partner is in conformity with the Act and Act, that none of the actions taken in connection with the admission of such Person as a Substitute substitute or Additional additional General Partner will cause the termination of (i) the Partnership under Section 708 of the Code, or will cause it to be classified as other than as a partnership for federal income tax purposes, or will result in (ii) the loss of any Limited Partner’s 's limited liability statusliability.

Admission of a Substitute or Additional General Partner. A Person shall be admitted as a Substitute substitute or Additional additional General Partner of the Partnership only if the transaction giving rise to such substitution or admission is otherwise permitted under this Agreement and the following terms and conditions are satisfied: (a) a majority in interest of the Limited Partners (other than DREIT) shall have consented in writing to the admission of the substitute or additional General Partner, which consent may be withheld in the sole discretion of such Limited Partners; (b) the Person to be admitted as a Substitute substitute or Additional additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner, and a certificate evidencing the admission of such Person as a General Partner shall have been filed for recordation and all other actions required by the Act Section 2.5 hereof in connection with such admission shall have been performed; (bc) if If the Person to be admitted as a Substitute substitute or Additional additional General Partner is a corporation or a partnership, partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (cd) counsel for the Partnership shall have rendered an opinion (relying on such opinions opinions, from other counsel of and the state or any other jurisdiction as may be necessary) that the admission of the Person to be admitted as a Substitute substitute or Additional additional General Partner is in conformity with the Act and Act, that none of the actions taken in connection with the admission of such Person as a Substitute substitute or Additional additional General Partner will cause the termination of (i) the Partnership under Section 708 of the Code, or will cause it to be classified as other than as a partnership for federal income tax purposes, or will result in (ii) the loss of any Limited Partner’s limited liability statusliability.