Admission of Additional or Successor General Partner. No Person shall be admitted as an additional or successor General Partner including but not limited to a change in the General Partner organizational structure because of merger, consolidation, asset sale, stock sale or swap, or otherwise unless (a) such Person shall have agreed to become a General Partner by a written instrument which shall include the acceptance and adoption of this Agreement; (b) the Consent of the Special Limited Partner to the admission of such Person as a substitute General Partner, which consent may be withheld in the discretion of the Special Limited Partner; and (c) such Person shall have executed and acknowledged any other instruments which the Special Limited Partner shall reasonably deem necessary or appropriate to affect the admission of such Person as a substitute General Partner. If the foregoing conditions are satisfied, this Agreement shall be amended in accordance with the provisions of the Act, and all other steps shall be taken which are reasonably necessary to effect the Withdrawal of the Withdrawing General Partner and the substitution of the successor General Partner. Nothing contained herein shall reduce the Limited Partner's Interest or the Special Limited Partner's Interest in the Partnership.
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Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 9)
Admission of Additional or Successor General Partner. No Person shall be admitted as an additional or successor General Partner including but not limited to a change in the General Partner organizational structure because of merger, consolidation, asset sale, stock sale or swap, or otherwise unless (a) such Person shall have agreed to become a General Partner by a written instrument which shall include the acceptance and adoption of this Agreement; (b) the Consent of the Special Limited Partner to the admission of such Person as a substitute General PartnerPartner shall have been granted, which consent may be withheld in the discretion of the Special Limited Partner; and (c) such Person shall have executed and acknowledged any other instruments which the Special Limited Partner shall reasonably deem necessary or appropriate to affect effect the admission of such Person as a substitute General Partner, and (d) in the case of a Non-Profit General Partner, such Person is an entity exempt from federal income tax under the Code. If the foregoing conditions are satisfied, this Agreement shall be amended in accordance with the provisions of the Act, and all other steps shall be taken which are reasonably necessary to effect the Withdrawal of the Withdrawing General Partner and the substitution of the successor General Partner. Nothing contained herein shall reduce the Limited Partner's ’s Interest or the Special Limited Partner's ’s Interest in the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement
Admission of Additional or Successor General Partner. No Person shall be admitted as an additional or successor General Partner including but not limited to a change in the General Partner organizational structure because of merger, consolidation, asset sale, stock sale or swap, or otherwise unless (a) such Person shall have agreed to become a General Partner by a written instrument which shall include the acceptance and adoption of this Agreement; (b) the Consent of the Special Limited Partner to the admission of such Person as a substitute General Partner, which consent may be withheld in the discretion of the Special Limited Partner, shall have been given; and (c) such Person shall have executed and acknowledged any other instruments which the Special Limited Partner shall reasonably deem necessary or appropriate to affect the admission of such Person as a substitute General Partner. If the foregoing conditions are satisfied, this Agreement shall be amended in accordance with the provisions of the Act, and all other steps shall be taken which are reasonably necessary to effect the Withdrawal of the Withdrawing General Partner and the substitution of the successor General Partner. Nothing contained herein shall reduce the Limited Partner's Interest or the Special Limited Partner's Interest in the Partnership. Notwithstanding the foregoing and anything contained in this Article XIII, either or both General Partners may, with the prior written consent of the Special limited Partner, which may not be unreasonably withheld or delayed and SouthTrust Bank National Association, transfer their interest in the Partnership to an entity formed for estate planning purposes and controlled by either or both of them.
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Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 5)
Admission of Additional or Successor General Partner. No Person shall be admitted as an additional or successor General Partner including but not limited to a change in the General Partner organizational structure because of merger, consolidation, asset sale, stock sale or swap, or otherwise unless (a) such Person shall have agreed to become a General Partner by a written instrument which shall include the acceptance and adoption of this Agreement; (b) the Consent of the Special Limited Partner to the admission of such Person as a substitute General PartnerPartner shall have been granted, which consent may be withheld in the discretion of the Special Limited Partner (unless the successor is an heir to a deceased General Partner, then pursuant to Section 13.3 hereof, the consent shall not be unreasonably withheld by the Special Limited Partner); and (c) such Person shall have executed and acknowledged any other instruments which the Special Limited Partner shall reasonably deem necessary or appropriate to affect effect the admission of such Person as a substitute General Partner. If the foregoing conditions are satisfied, this Agreement shall be amended in accordance with the provisions of the Act, and all other steps shall be taken which are reasonably necessary to effect the Withdrawal of the Withdrawing General Partner and the substitution of the successor General Partner. Nothing contained herein shall reduce the Limited Partner's Interest or the Special Limited Partner's Interest in the Partnership.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 12)
Admission of Additional or Successor General Partner. No Person shall be admitted as an additional or successor General Partner including but not limited to a change in the General Partner organizational structure because of merger, consolidation, asset sale, stock sale or swap, or otherwise unless (a) such Person shall have agreed to become a General Partner by a written instrument which shall include the acceptance and adoption of this Agreement; (b) the Consent of the Special Limited Partner to the admission of such Person as a substitute General Partner, which consent may be withheld in the discretion of the Special Limited Partner, shall have been given; and (c) such Person shall have executed and acknowledged any other instruments which the Special Limited Partner shall reasonably deem necessary or appropriate to affect the admission of such Person as a substitute General Partner. If the foregoing conditions are satisfied, this Agreement shall be amended in accordance with the provisions of the Act, and all other steps shall be taken which are reasonably necessary to effect the Withdrawal of the Withdrawing General Partner and the substitution of the successor General Partner. Nothing contained herein shall reduce the Limited Partner's Interest or the Special Limited Partner's Interest in the Partnership. Notwithstanding the foregoing and anything contained in this Article XIII, either or both General Partners may, with the prior written consent of the Special limited Partner, which may not be unreasonably withheld or delayed and the Mortgage lender, transfer their interest in the Partnership to an entity formed for estate planning purposes and controlled by either or both of them.
Appears in 1 contract
Samples: Limited Partnership Agreement (WNC Housing Tax Credit Fund Vi Lp Series 8)