Admission of Additional or Substitute Partners. (a) Except as provided in Sections 8.4 and 8.5 of this Agreement, the admission of an additional General Partner or additional Limited Partner shall require the Consent of the Partners (which may be granted or withheld in their sole and absolute discretion). (b) Subject to the other provisions of this Section 8.7, an assignee of the Interest of a Limited Partner shall be admitted as a substitute Limited Partner ("Substitute LP") of the Partnership only upon the satisfactory completion of the following: (i) the assignee has accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart thereof or an appropriate amendment hereto, and such other documents or instruments as the General Partner may reasonably require in order to effect the admission of such Person as a Limited Partner; (ii) the assignee has provided the General Partner with evidence reasonably satisfactory to counsel for the Partnership of its authority to become a Limited Partner under the terms and provisions of this Agreement; and (iii) the assignee or the assignor has reimbursed the Partnership for all reasonable expenses, including all reasonable legal fees and recording charges, incurred by the Partnership in connection with such assignment. (c) For the purpose of allocation of profits, losses and credits, and for the purpose of distributing cash of the Partnership, a Substitute LP shall be treated as having become, and as appearing in the records of the Partnership as, a Partner upon its signing of an amendment to this Agreement agreeing to be bound hereby. (d) The General Partner shall cooperate with the Person seeking to become a Substitute LP by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action, including the filing, if required, of any amended Agreement and/or Certificate evidencing the admission of any Person as a Limited Partner, and the making of any other official filings and publications, as promptly as practicable after the satisfaction by the assignee of the Interest of a Limited Partner of the conditions contained in this Section 8.7 to the admission of such Person as a Limited Partner of the Partnership. Any cost or expense incurred in connection with such admission shall be borne by the Substitute LP.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement
Admission of Additional or Substitute Partners. (a) Except The General Partner shall have the right, in its sole and absolute discretion, to admit as an Additional Partner, any Person who acquires or receives an interest in the Partnership, or any part thereof from the Partnership (provided that any Person who acquires a Partnership Interest from the Blackstone Limited Partner or the Founder Limited Partner in Sections 8.4 and 8.5 of compliance with this Agreement, Agreement shall be admitted as an Additional Partner). Concurrently with the admission of an additional General Partner or additional Limited Partner Additional Partner, the Partnership shall require forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the Consent extent required showing the admission of an Additional Partner, all at the expense, including payment of any professional and filing fees incurred, of the Partners (which may be granted or withheld in their sole and absolute discretion)Additional Partner unless otherwise determined by the General Partner.
(b) Subject The General Partner shall have the right, in its sole and absolute discretion, to admit as a Substitute Partner any Person who acquires a Partnership Interest from a Partner in accordance with Section 6.4 (provided that any Person who acquires a Partnership Interest from the other provisions of this Section 8.7, an assignee of the Interest of a Blackstone Limited Partner or the Founder Limited Partner in compliance with this Agreement shall be admitted as a substitute Limited Substitute Partner) and such Substitute Partner ("shall succeed to the Partnership Interest acquired from such Partner, including such Partner’s Capital Contributions with respect to such Partnership Interests; provided, that, if such Partner provides notice to the General Partner that any transferee would not be a Substitute LP") Partner, such transferee would not be a Substitute Partner, except that such transferee’s Partnership Interests acquired from such Partner would nevertheless succeed to such Partner’s Capital Contributions. Concurrently with the admission of a Substitute Partner, the Partnership shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a transferee as a Substitute Partner in place of the Partnership only transferring Partner.
(c) The admission of any Person as a Substitute Partner or Additional Partner shall be conditioned upon the satisfactory completion of the following:
(i) the assignee has accepted such Person’s written acceptance and agreed to be bound by the terms and provisions adoption of this Agreement by executing a counterpart thereof or an appropriate amendment hereto, and such other documents or instruments as the General Partner may reasonably require in order to effect the admission of such Person as a Limited Partner;
(ii) the assignee has provided the General Partner with evidence reasonably satisfactory to counsel for the Partnership of its authority to become a Limited Partner under all the terms and provisions of this Agreement; and
, either by (iiiX) the assignee or the assignor has reimbursed the Partnership for all reasonable expenses, including all reasonable legal fees execution and recording charges, incurred by the Partnership in connection with such assignment.
(c) For the purpose delivery of allocation of profits, losses and credits, and for the purpose of distributing cash of the Partnership, a Substitute LP shall be treated as having become, and as appearing in the records of the Partnership as, a Partner upon its signing of an amendment counterpart signature page to this Agreement agreeing to be bound hereby.
or (dY) The General Partner shall cooperate with any other writing evidencing the intent of such Person seeking to become a Substitute LP Partner or Additional Partner and such writing is accepted by preparing the General Partner on behalf of the Partnership and (ii) such other documentation required by as the General Partner may reasonably request to confirm such Transfer’s compliance with the provisions of this Section and making all official filings and publications. The Partnership shall take all such actionArticle VI, including Section 6.4(b) hereof, which reasonable request may, at the filingGeneral Partner’s discretion, if requiredinclude a request for a written opinion of legal counsel in form and substance that is customary for this context, of any amended Agreement and/or Certificate evidencing the admission of any Person as a Limited Partner, which opinion shall be in form and the making of any other official filings and publications, as promptly as practicable after the satisfaction by the assignee of the Interest of a Limited Partner of the conditions contained in this Section 8.7 substance reasonably satisfactory to the admission of such Person as a Limited Partner of the Partnership. Any cost or expense incurred in connection with such admission shall be borne by the Substitute LPPartnership and its legal counsel.
Appears in 1 contract
Admission of Additional or Substitute Partners. (a) Except The General Partner shall have the right, in its sole and absolute discretion, to admit as an Additional Partner, any Person who acquires or receives an interest in the Partnership, or any part thereof from the Partnership (provided that any Person who acquires a Partnership Interest from the Blackstone Limited Partner or the Founder Limited Partner in Sections 8.4 and 8.5 of compliance with this Agreement, Agreement shall be admitted as an Additional Partner). Concurrently with the admission of an additional General Partner or additional Limited Partner Additional Partner, the Partnership shall require forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the Consent extent required showing the admission of an Additional Partner, all at the expense, including payment of any professional and filing fees incurred, of the Partners (which may be granted or withheld in their sole and absolute discretion)Additional Partner unless otherwise determined by the General Partner.
(b) Subject The General Partner shall have the right, in its sole and absolute discretion, to admit as a Substitute Partner any Person who acquires a Partnership Interest from a Partner in accordance with Section 6.4 (provided that any Person who acquires a Partnership Interest from the other provisions of this Section 8.7, an assignee of the Interest of a Blackstone Limited Partner or the Founder Limited Partner in compliance with this Agreement shall be admitted as a substitute Limited Substitute Partner) and such Substitute Partner ("shall succeed to the Partnership Interest acquired from such Partner, including such Partner’s Capital Contributions with respect to such Partnership Interests; provided, that, if such Partner provides notice to the General Partner that any transferee would not be a Substitute LP") Partner, such transferee would not be a Substitute Partner, except that such transferee’s Partnership Interests acquired from such Partner would nevertheless succeed to such Partner’s Capital Contributions. Concurrently with the admission of a Substitute Partner, the Partnership shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a transferee as a Substitute Partner in place of the Partnership only transferring Partner.
(c) The admission of any Person as a Substitute Partner or Additional Partner shall be conditioned upon the satisfactory completion of the following:
(i) the assignee has accepted such Person’s written acceptance and agreed to be bound by the terms and provisions adoption of this Agreement by executing a counterpart thereof or an appropriate amendment hereto, and such other documents or instruments as the General Partner may reasonably require in order to effect the admission of such Person as a Limited Partner;
(ii) the assignee has provided the General Partner with evidence reasonably satisfactory to counsel for the Partnership of its authority to become a Limited Partner under all the terms and provisions of this Agreement; and
, either by (iiiX) the assignee or the assignor has reimbursed the Partnership for all reasonable expenses, including all reasonable legal fees execution and recording charges, incurred by the Partnership in connection with such assignment.
(c) For the purpose delivery of allocation of profits, losses and credits, and for the purpose of distributing cash of the Partnership, a Substitute LP shall be treated as having become, and as appearing in the records of the Partnership as, a Partner upon its signing of an amendment counterpart signature page to this Agreement agreeing to be bound hereby.
or (dY) The General Partner shall cooperate with any other writing evidencing the intent of such Person seeking to become a Substitute LP Partner or Additional Partner and such writing is accepted by preparing the General Partner on behalf of the Partnership and (ii) such other documentation required by as the General Partner may reasonably request to confirm such Transfer’s compliance with the provisions of this Section and making all official filings and publications. The Partnership shall take all such actionARTICLE VI, including Section 6.4(b) hereof, which reasonable request may, at the filingGeneral Partner’s discretion, if requiredinclude a request for a written opinion of legal counsel in form and substance that is customary for this context, of any amended Agreement and/or Certificate evidencing the admission of any Person as a Limited Partner, which opinion shall be in form and the making of any other official filings and publications, as promptly as practicable after the satisfaction by the assignee of the Interest of a Limited Partner of the conditions contained in this Section 8.7 substance reasonably satisfactory to the admission of such Person as a Limited Partner of the Partnership. Any cost or expense incurred in connection with such admission shall be borne by the Substitute LPPartnership and its legal counsel.
Appears in 1 contract