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

Admission of a Successor or Additional General Partner. A Person shall be admitted as a General Partner of the Partnership only if each of the following conditions is satisfied: (a) the admission of such Person shall have been Consented to, or ratified, subject to Section 10.02, by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act to Consent to, or ratify, the admission of a general partner, but in any event, subject to Section 10.02, such admission shall have been Consented to by not less than a majority in Interest of the Limited Partners (it being understood that the Initial Limited Partner is voting at the direction of the Unitholders); (b) such Person shall have accepted and agreed to be bound by the terms and provisions of this Agreement, by executing a counterpart hereof, 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 shall have been filed for recording, and all other actions required by law in connection with such admission shall have been performed; (c) if such Person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a General Partner and to be bound by the terms and provisions of this Agreement; (d) counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered an opinion to the Partnership that the admission of such Person is in conformity with the Delaware Revised Uniform Limited Partnership Act and that none of the actions taken in connection with the admission of such Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, will cause the termination or dissolution of the Partnership, will cause the Partnership to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individual.

Admission of a Successor or Additional General Partner. The General Partner may at any time designate additional Persons to be General Partners, whose Partnership Interest in the Partnership shall be such as shall be agreed upon by the General Partner and such additional General Partners, provided that the Partnership Interests of the Limited Partners and the BUC Holders shall not be reduced thereby. A Person shall be admitted as a General Partner of the Partnership only if each of the following conditions is satisfied: (a) the The admission of such Person shall have been Consented to, or ratified, subject to Section 10.02, by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act to Consent to, or ratify, the admission of a general partner, but in any event, subject to Section 10.02, such admission shall have been Consented to by not less than a majority in Interest of the Limited Partners (it being understood that including the Initial Limited Partner is voting at the direction on behalf of the Unitholders)BUC Holders) holding a majority of the Outstanding Limited Partnership Interests, voting as a single class; (b) such Person shall have accepted and agreed to be bound by the terms and provisions of this Agreement, Agreement by executing a counterpart hereof, 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 shall have been filed for recording, and all other actions required by law in connection with such admission shall have been performed; (c) if such Person is a corporation, partnership, limited liability company, or other entity, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership Counsel of its authority to become a General Partner and to be bound by the terms and provisions of this Agreement;; and (d) counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered an opinion to the Partnership received a Withdrawal Opinion of Counsel, which also shall provide that the admission of such Person is in conformity with the Delaware Revised Uniform Limited Partnership Act and that none of the actions taken in connection with the admission of such Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, will cause the termination or dissolution of the Partnership, will cause the Partnership to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individual.

Admission of a Successor or Additional General Partner. A Person The General Partner may, at any time, designate additional Person(s) to be General Partner(s), whose Partnership Interests shall be admitted such as a are agreed upon by the General Partner and such additional Persons, provided that the Partnership Interests of the Partnership only if each of Limited Partner shall not be affected thereby and subject to the following conditions is satisfiedconditions: (a) Except in the case of the removal of any General Partner, the admission of such Person shall have been Consented toto by the General Partner or the General Partner's successors and the Investment Corporation and, or ratified, subject to Section 10.02if required, by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act to Consent to, or ratify, the admission of a general partner, but in any event, subject to Section 10.02, such admission shall have been Consented to by not less than a majority in Interest of the Limited Partners (it being understood that the Initial Limited Partner is voting at the direction of the Unitholders)ADFA/HOME; (b) any such Person successor or additional General Partner shall have accepted and agreed to be bound by (i) all the terms and provisions of this Agreement, Agreement by executing a counterpart hereof, hereof and such other documents (ii) all the terms and provisions of the Construction Loan or instruments Mortgage Loan by executing a counterpart thereof; (c) as may be required or appropriate in order to effect evidence of the admission of such Person as a any additional or successor General Partner Partner, this Agreement shall have been filed for recordingduly amended and (if required by the Act, filed) and all other actions required by law this Agreement or deemed necessary by Counsel in connection with such admission therewith shall have been performed; (cd) if such Person any successor or additional General Partner is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership Counsel of its authority to become a General Partner Partner, to do business in the State and to be bound by the terms and provisions of this Agreement;; and (de) counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, any incoming General Partner shall have rendered an opinion to the Partnership that the admission of such the successor or additional Person is in conformity with the Delaware Revised Uniform Limited Partnership Act and that none of the actions taken in connection with the admission of such Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, successor or additional General Partner will cause the termination or dissolution of the Partnership, Partnership or will cause the Partnership it to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individualpurposes.

Admission of a Successor or Additional General Partner. A Person shall be admitted as a General Partner of the Partnership only if each of the following terms and conditions is are satisfied: (a) the admission of such Person shall have been Consented to, or ratified, subject to Section 10.02, by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act to Consent to, or ratify, the admission of a general partner, but in any event, subject to Section 10.02, such admission shall have been Consented to by not less than a majority in Interest of the Limited Partners (it being understood that General Partner or its successors and by BCTC 94, and consented to by the Initial Limited Partner is voting at the direction of the Unitholders)Lender; (b) such the successor or additional Person shall have accepted and agreed to be bound by (i) all the terms and provisions of this Agreement, by executing a counterpart hereofthereof, and (ii) all the terms and provisions of the Regulatory Agreement and other applicable Lender documents, by executing a counterpart(s) thereof, if and to the extent required by the Lender, and (iii) all the terms and provisions of 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 the amendment to this Agreement evidencing the admission of such Person as a General Partner shall have been filed for recording, and all other actions required by law Section 1.05 in connection with such admission shall have been performed; (c) if such the successor or additional Person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a General Partner Partner, to do business in the State and to be bound by the terms and provisions of this Agreement;; and (d) counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered an opinion to the Partnership that the admission of such the successor or additional Person is in conformity with the Delaware Revised Uniform Limited Partnership Act and that none of the actions taken in connection with the admission of such the successor Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, will cause the termination or dissolution of the Partnership, Partnership or will cause the Partnership it to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individualpurposes.

Admission of a Successor or Additional General Partner. A Person shall be admitted as a General Partner of the Partnership only if each of the following terms and conditions is satisfied: (a) are satis- fied: the admission of such Person shall have been Consented toto by the General Partner or its successors and by BCTC 94, or ratifiedand consented to by HUD and, subject to Section 10.02if required, by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act to Consent to, Lender; the successor or ratify, the admission of a general partner, but in any event, subject to Section 10.02, such admission shall have been Consented to by not less than a majority in Interest of the Limited Partners (it being understood that the Initial Limited Partner is voting at the direction of the Unitholders); (b) such additional Person shall have accepted and agreed to be bound by (i) all the terms and provisions of this Agreement, by executing a counterpart hereofthereof, and (ii) all the terms and provisions of the Regulatory Agreement and other applicable Lender documents, by executing a counterpart(s) thereof, if and to the extent required by the Lender, and (iii) all the terms and provisions of 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 the amendment to this Agreement evidencing the admission of such Person as a General Partner shall have been filed for recording, and all other actions required by law Section 1.05 in connection with such admission shall have been performed; (c) ; if such the successor or additional Person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a General Partner Partner, to do business in the State and to be bound by the terms and provisions of this Agreement; (d) ; and counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered an opinion to the Partnership that the admission of such the successor or additional Person is in conformity with the Delaware Revised Uniform Limited Partnership Act and that none of the actions taken in connection with the admission of such the successor Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, will cause the termination or dissolution of the Partnership, Partnership or will cause the Partnership it to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individualpurposes. 6.03.

Admission of a Successor or Additional General Partner. A Person person shall be admitted as a General Partner of the Partnership only if each of the following terms and conditions is are satisfied: (a) the The admission of such Person persons shall have been Consented to, or ratified, subject consented to Section 10.02, by the General Partner and by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act of the State of Maryland to Consent to, or ratify, the consent to ratify admission of a general partnerGeneral Partner, but in any event, subject to Section 10.02, such admission shall have been Consented consented to by not less than a majority in Interest interest of the Limited Partners (it being understood that the Initial including both Class A and Class B Limited Partner is voting at the direction of the UnitholdersPartners); (b) such Person The successor and additional person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement, by executing a counterpart hereof, and such other documents or instruments as that may be required or appropriate in order to effect the admission of o0068 PAGE 298 such Person person as a General Partner and such documents shall have been filed for recording, recordation and all other actions required by law in connection with such admission shall have been performed; (c) if such Person If a successor or additional person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a General Partner and to be bound by the terms and provisions of this Agreement;; and (d) counsel Counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered render an opinion to the Partnership that the admission of such Person the successor or additional person is in conformity with the Delaware Revised Uniform Limited Partnership Act of the State of Maryland and that none of the actions taken in connection with the admission of such Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, successor person will cause the termination or dissolution of the Partnership, or will impair the limited liability of the Limited Partners, or will cause the Partnership it to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individualunder the rules and regulations of the Internal Revenue Service promulgated at that time.

Admission of a Successor or Additional General Partner. A Person person shall be admitted as a General Partner of the Partnership only if each of the following terms and conditions is are satisfied: (a) the The admission of such Person persons shall have been Consented to, or ratified, subject consented to Section 10.02, by the General Partner and by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act of the State of Maryland to Consent to, or ratify, the consent to ratify admission of a general partnerGeneral Partner, but in any event, subject to Section 10.02, event such admission shall have been Consented consented to by not less than a majority in Interest interest of the Limited Partners (it being understood that the Initial including both Class A and Class B Limited Partner is voting at the direction of the UnitholdersPartners); (b) such Person The successor and additional person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement, by executing a counterpart hereof, and such other documents or instruments as that may be required or appropriate in order to effect the admission of such Person person as a General Partner and such documents shall have been filed for recording, recordation and all other actions required by law in connection with such admission shall have been performed; (c) if such Person If a successor or additional person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a General Partner and to be bound by the terms and provisions of this Agreement;; and (d) counsel Counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered render an opinion to the Partnership that the admission of such the successor or additional Person is in conformity with the Delaware Revised Uniform Limited Partnership Act of the State of Maryland and that none of the actions taken in connection with the admission of such the successor Person is in violation will cause the termination or dissolution of the Delaware Revised Uniform Limited Partnership Act, or will impair the limited liability of the Limited Partners and UnitholdersPartners, or will cause the termination or dissolution of the Partnership, will cause the Partnership it to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individualunder the rules and regulations of the Internal Revenue Service promulgated at that time.

Admission of a Successor or Additional General Partner. A Person person shall be admitted as a General Partner of the Partnership only if each of the following terms and conditions is are satisfied: (a) the A. The admission of such Person persons shall have been Consented to, or ratified, subject consented to Section 10.02, by the General Partner and by such number of Limited Partners as are then required under the Delaware Maryland Revised Uniform Limited Partnership Act to Consent to, or ratify, the consent to ratify admission of a general partnerGeneral Partner, but in any event, subject to Section 10.02, such admission shall have been Consented to by not less than a majority in Interest received the Consent of the Limited Partners (it being understood that the Initial Limited Partner is voting at the direction of the Unitholders)Partners; (b) such Person B. The successor and additional person shall have accepted and agreed to be bound by all the terms and provisions of this Agreement, by executing a counterpart hereof, and such other documents or instruments as that may be required or appropriate in order to effect the admission of such Person person as a General Partner and such documents shall have been filed for recording, recordation and all other actions required by law in connection with such admission shall have been performed; (c) if such Person C. If a successor or additional person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a General Partner and to be bound by the terms and provisions of this Agreement;; and (d) counsel D. Counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered render an opinion to the Partnership that the admission of such Person the successor or additional person is in conformity with the Delaware Maryland Revised Uniform Limited Partnership Act and that none of the actions taken in connection with the admission of such Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, successor person will cause the termination or dissolution of the Partnership, or will impair the limited liability of the Limited Partners, or will cause the Partnership it to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individualunder the rules and regulations of the Internal Revenue Service promulgated at that time.

Admission of a Successor or Additional General Partner. The General Partner may at any time designate additional Persons to be General Partners, whose Partnership Interest in the Partnership shall be such as shall be agreed upon by the General Partner and such additional General Partners, provided that the Partnership Interests of the Limited Partners and the Unit Holders shall not be reduced thereby. A Person shall be admitted as a General Partner of the Partnership only if each of the following conditions is satisfied: (a) the The admission of such Person shall have been Consented to, or ratified, subject to Section 10.02, by such number of Limited Partners as are then required under the Delaware Revised Uniform Limited Partnership Act to Consent to, or ratify, the admission of a general partner, but in any event, subject to Section 10.02, such admission shall have been Consented to by not less than a majority in Interest interest of the Limited Partners (it being understood that including the Initial Limited Partner is voting at the direction on behalf of the Unitholders)Unit Holders) as a class; (b) such Person shall have accepted and agreed to be bound by the terms and provisions of this Agreement, Agreement by executing a counterpart hereof, 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 shall have been filed for recording, and all other actions required by law in connection with such admission shall have been performed; (c) if such Person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership Counsel of its authority to become a General Partner and to be bound by the terms and provisions of this Agreement;; and (d) counsel for the Partnership or the Limited Partners and Unitholders, as the case may be, shall have rendered received an opinion to the Partnership of Counsel that the admission of such Person is in conformity with the Delaware Revised Uniform Limited Partnership Act and that none of the actions taken in connection with the admission of such Person is in violation of the Delaware Revised Uniform Limited Partnership Act, will impair the limited liability of the Limited Partners and Unitholders, will cause the termination or dissolution of the Partnership, will cause the Partnership to be classified other than as a partnership for federal income tax purposes or will violate federal or state securities laws; and (e) such Person is not an individual.