Common use of Admission of Additional or Employee Limited Partners Clause in Contracts

Admission of Additional or Employee Limited Partners. A. After the admission to the Partnership of the Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with Section 4.3 hereof or receives a Limited Partnership Interest pursuant to Section 4.7 hereof shall be admitted to the Partnership as an Additional Limited Partner or Employee Limited Partner, as the case may be, only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person's admission as an Additional Limited Partner or Employee Limited Partner, as the case may be. The admission of any Person as an Additional Limited Partner or Employee Limited Partner, as the case may be, shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. B. If any Additional Limited Partner or Employee Limited Partner is admitted to the Partnership at any time other than the end of a fiscal year, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be allocated among such Additional Limited Partner or Employee Limited Partner and all other Partners by taking into account their varying interests during such fiscal year in accordance with Section 706(d) of the Code. For this purpose, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be prorated based on the portion of the taxable year that has elapsed prior to the admission of such Additional Limited Partner or Employee Limited Partner, except that gain or loss attributable to the sale or other disposition of all or any substantial portion of the Partnership assets or to other extraordinary non-recurring items shall be allocated to the Partners who own Partnership Interests as of the date of closing of the sale or other disposition, or, with respect to other extraordinary non-recurring items, the date the profit is realized or the loss is incurred, as the case may be. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of admission of such Additional Limited Partner or Employee Limited Partner shall be made solely to Partners other than the Additional Limited Partner or Employee Limited Partner, and all distributions of Available Cash thereafter shall be made to all Partners including the Additional Limited Partner or Employee Limited Partner. C. Greenbrier has executed and delivered to the General Partner the Greenbrier Agreement. The General Partner, exercising its discretion pursuant to Section 12.2.A hereof, hereby agrees that the Greenbrier Agreement is the sole document required to effectuate the admission to the Partnership of Greenbrier as an Additional Limited Partner. The Greenbrier Agreement contains an "evergreen" provision so that it shall be deemed reexecuted and delivered to the General Partner by Greenbrier if, as and whenever it shall acquire future installments of Partnership Units under the Consultant Unit Agreement if, prior to the acquisition of any such future installment, it shall have exchanged all of its Partnership Units and consequently ceased to be a Limited Partner pursuant to Section 11.6.B hereof. Accordingly, if, as and whenever Greenbrier receives Partnership Units pursuant to the terms of the Consultant Unit Agreement, the General Partner shall automatically admit Greenbrier as an Additional Limited Partner without requiring any additional documentation from Greenbrier, even if Greenbrier is not at that time a Limited Partner of the Partnership.

Admission of Additional or Employee Limited Partners. A. After the admission to the Partnership of the Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with Section 4.3 hereof or receives a Limited Partnership Interest pursuant to Section 4.7 hereof shall be admitted to the Partnership as an Additional Limited Partner or Employee Limited Partner, as the case may be, only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms terns and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person's admission as an Additional Limited Partner or Employee Limited Partner, as the case may be. The admission of any Person as an Additional Limited Partner or Employee Limited Partner, as the case may be, shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. B. If any Additional Limited Partner or Employee Limited Partner is admitted to the Partnership at any time other than the end of a fiscal year, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be allocated among such Additional Limited Partner or Employee Limited Partner and all other Partners by taking into account their varying interests during such fiscal year in accordance with Section 706(d) of the Code. For this purpose, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be prorated based on the portion of the taxable year that has elapsed prior to the admission of such Additional Limited Partner or Employee Limited Partner, except that gain or loss attributable to the sale or other disposition of all or any substantial portion of the Partnership assets or to other extraordinary non-recurring items shall be allocated to the Partners who own Partnership Interests as of the date of closing of the sale or other disposition, or, with respect to other extraordinary non-recurring items, the date the profit is realized or the loss is incurred, as the case may be. Solely for purposes of the allocations to be made under the preceding sentence (but not for any other purpose), (i) any Additional Limited Partner or Employee Limited Partner that is admitted to the Partnership prior to the eighth day of a month shall receive allocations under the preceding sentence as if such Partner had been admitted on the first day of the month, (ii) any Additional Limited Partner or Employee Limited Partner that is admitted to the Partnership on or after the eighth day of the month and prior to the twenty-third day of such month shall receive allocations under the preceding sentence as if such Partner had been admitted on the fifteenth day of the month, and (iii) any Additional Limited Partner or Employee Limited Partner that is admitted to the Partnership on or after the twenty-third day of a month shall receive allocations under the preceding sentence as if such Partner had been admitted on the first day of the next succeeding month. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of admission of such Additional Limited Partner or Employee Limited Partner shall be made solely to Partners other than the Additional Limited Partner or Employee Limited Partner, and all distributions of Available Cash thereafter shall be made to all Partners including the Additional Limited Partner or Employee Limited Partner. C. Greenbrier has executed and delivered to the General Partner the Greenbrier Agreement. The General Partner, exercising its discretion pursuant to Section 12.2.A hereof, hereby agrees that the Greenbrier Agreement is the sole document required to effectuate the admission to the Partnership of Greenbrier as an Additional Limited Partner. The Greenbrier Agreement contains an "evergreen" provision so that it shall be deemed reexecuted and delivered to the General Partner by Greenbrier if, as and whenever it shall acquire future installments of Partnership Units under the Consultant Unit Agreement if, prior to the acquisition of any such future installment, it shall have exchanged all of its Partnership Units and consequently ceased to be a Limited Partner pursuant to Section 11.6.B hereof. Accordingly, if, as and whenever Greenbrier receives Partnership Units pursuant to the terms of the Consultant Unit Agreement, the General Partner shall automatically admit Greenbrier as an Additional Limited Partner without requiring any additional documentation from Greenbrier, even if Greenbrier is not at that time a Limited Partner of the Partnership.

Admission of Additional or Employee Limited Partners. A. After the admission to the Partnership of the Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with Section 4.3 hereof or receives a Limited Partnership Interest pursuant to Section 4.7 hereof shall be admitted to the Partnership as an Additional Limited Partner or Employee Limited Partner, as the case may be, only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person's admission as an Additional Limited Partner or Employee Limited Partner, as the case may be. The admission of any Person as an Additional Limited Partner or Employee Limited Partner, as the case may be, shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. B. If any Additional Limited Partner or Employee Limited Partner is admitted to the Partnership at any time other than the end of a fiscal year, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be allocated among such Additional Limited Partner or Employee Limited Partner and all other Partners by taking into account their varying interests during such fiscal year in accordance with Section 706(d) of the Code. For this purpose, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be prorated based on the portion of the taxable year that has elapsed prior to the admission of such Additional -54- Limited Partner or Employee Limited Partner, except that gain or loss attributable to the sale or other disposition of all or any substantial portion of the Partnership assets or to other extraordinary non-recurring items shall be allocated to the Partners who own Partnership Interests as of the date of closing of the sale or other disposition, or, with respect to other extraordinary non-recurring items, the date the profit is realized or the loss is incurred, as the case may be. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of admission of such Additional Limited Partner or Employee Limited Partner shall be made solely to Partners other than the Additional Limited Partner or Employee Limited Partner, and all distributions of Available Cash thereafter shall be made to all Partners including the Additional Limited Partner or Employee Limited Partner. C. Greenbrier has executed and delivered to the General Partner the Greenbrier Agreement. The General Partner, exercising its discretion pursuant to Section 12.2.A hereof, hereby agrees that the Greenbrier Agreement is the sole document required to effectuate the admission to the Partnership of Greenbrier as an Additional Limited Partner. The Greenbrier Agreement contains an "evergreen" provision so that it shall be deemed reexecuted and delivered to the General Partner by Greenbrier if, as and whenever it shall acquire future installments of Partnership Units under the Consultant Unit Agreement if, prior to the acquisition of any such future installment, it shall have exchanged all of its Partnership Units and consequently ceased to be a Limited Partner pursuant to Section 11.6.B hereof. Accordingly, if, as and whenever Greenbrier receives Partnership Units pursuant to the terms of the Consultant Unit Agreement, the General Partner shall automatically admit Greenbrier as an Additional Limited Partner without requiring any additional documentation from Greenbrier, even if Greenbrier is not at that time a Limited Partner of the Partnership.

Admission of Additional or Employee Limited Partners. A. After the admission to the Partnership of the Limited Partners on the date hereof, a Person who makes a Capital Contribution to the Partnership in accordance with Section 4.3 hereof or receives a Limited Partnership Interest pursuant to Section 4.7 hereof shall be admitted to the Partnership as an Additional Limited Partner or Employee Limited Partner, as the case may be, only upon furnishing to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms terns and conditions of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person's ’s admission as an Additional Limited Partner or Employee Limited Partner, as the case may be. The admission of any Person as an Additional Limited Partner or Employee Limited Partner, as the case may be, shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission. B. If any Additional Limited Partner or Employee Limited Partner is admitted to the Partnership at any time other than the end of a fiscal year, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be allocated among such Additional Limited Partner or Employee Limited Partner and all other Partners by taking into account their varying interests during such fiscal year in accordance with Section 706(d) of the Code. For this purpose, Net Income, Net Loss, each item thereof and all other items for such fiscal year shall be prorated based on the portion of the taxable year that has elapsed prior to the admission of such Additional Limited Partner or Employee Limited Partner, except that gain or loss attributable to the sale or other disposition of all or any substantial portion of the Partnership assets or to other extraordinary non-recurring items shall be allocated to the Partners who own Partnership Interests as of the date of closing of the sale or other disposition, or, with respect to other extraordinary non-recurring items, the date the profit is realized or the loss is incurred, as the case may be. Solely for purposes of the allocations to be made under the preceding sentence (but not for any other purpose), (i) any Additional Limited Partner or Employee Limited Partner that is admitted to the Partnership prior to the eighth day of a month shall receive allocations under the preceding sentence as if such Partner had been admitted on the first day of the month, (ii) any Additional Limited Partner or Employee Limited Partner that is admitted to the Partnership on or after the eighth day of the month and prior to the twenty-third day of such month shall receive allocations under the preceding sentence as if such Partner had been admitted on the fifteenth day of the month, and (iii) any Additional Limited Partner or Employee Limited Partner that is admitted to the Partnership on or after the twenty-third day of a month shall receive allocations under the preceding sentence as if such Partner had been admitted on the first day of the next succeeding month. All distributions of Available Cash with respect to which the Partnership Record Date is before the date of admission of such Additional Limited Partner or Employee Limited Partner shall be made solely to Partners other than the Additional Limited Partner or Employee Limited Partner, and all distributions of Available Cash thereafter shall be made to all Partners including the Additional Limited Partner or Employee Limited Partner. C. Greenbrier has executed and delivered to the General Partner the Greenbrier Agreement. The General Partner, exercising its discretion pursuant to Section 12.2.A hereof, hereby agrees that the Greenbrier Agreement is the sole document required to effectuate the admission to the Partnership of Greenbrier as an Additional Limited Partner. The Greenbrier Agreement contains an "“evergreen" ” provision so that it shall be deemed reexecuted and delivered to the General Partner by Greenbrier if, as and whenever it shall acquire future installments of Partnership Units under the Consultant Unit Agreement if, prior to the acquisition of any such future installment, it shall have exchanged all of its Partnership Units and consequently ceased to be a Limited Partner pursuant to Section 11.6.B hereof. Accordingly, if, as and whenever Greenbrier receives Partnership Units pursuant to the terms of the Consultant Unit Agreement, the General Partner shall automatically admit Greenbrier as an Additional Limited Partner without requiring any additional documentation from Greenbrier, even if Greenbrier is not at that time a Limited Partner of the Partnership.