Admission of New Limited Partners. The General Partner may cause the Partnership to issue Units and admit Limited Partners at times determined in its sole discretion upon receipt of a completed and executed Subscription Agreement. The minimum initial Capital Contribution to the Partnership is $1,000 and the Partnership shall issue a Unit for every $1,000 of Capital Contributions made by a Limited Partner. Investments may be made in cash or, at the discretion of the General Partner, in kind. The General Partner may change or waive the minimum investment at any time. A new Limited Partner must agree to be bound by the terms and provisions of this Agreement and shall be deemed to have done so by virtue of the acceptance of its subscription and upon admission the new Limited Partner shall have all the rights and duties of a Limited Partner of this Partnership. Notwithstanding anything herein to the contrary, the General Partner may refuse to admit any Person as a Limited Partner who would be an ERISA Partner in order to ensure that the assets of the Partnership would not constitute plan assets of any Partner, including, but not limited to, ensuring that investments by any ERISA Partners, in the aggregate, do not equal or exceed the twenty-five percent (25%) threshold in Section 3(42) of ERISA and as such, are not considered to be “significant”, as determined in accordance with ERISA and any regulations issued thereunder.
Admission of New Limited Partners. New Limited Partners may be admitted to the Partnership only with the consent of a Majority-In-Interest of the Limited Partners and except in connection with a Transfer permitted by Section 7.4. Any new Limited Partner so admitted shall initially have the Invested Capital Percentage as determined in accordance with Section 2.1 and the definition of “Invested Capital Percentage.” Any new Limited Partner so admitted shall also initially have the Equity Percentage and Performance Allocation Percentage, which may be zero, as shall be determined by the General Partner and a Majority-in-Interest of the Class A Limited Partners, in connection with the admission of such Limited Partner; provided, however, that the Equity Percentage and Performance Allocation Percentage of each existing Limited Partner will be reduced pro rata with the other Limited Partners, unless such Limited Partner agrees in writing to a greater than pro rata reduction. The Equity Percentage and the Performance Allocation Percentage with regard to a Limited Partner only may be changed as set forth in this Article 7.
Admission of New Limited Partners. The General Partner and the Limited Partners each hereby consent to the admission of the E & M RP Trust and the Xxxxx and Xxxxxxx Xxxx Revocable Trust as Limited Partners to the Partnership and each of such parties is hereby admitted as a Limited Partner to the Partnership. The trustee of the E & M RP Trust and the Xxxxx and Xxxxxxx Xxxx Revocable Trust join in and execute this Amendment to acknowledge their acquisition of a Class D Interest (as defined below) and to agree to the terms of the Partnership Agreement, as amended by this Amendment, as new Limited Partners.
Admission of New Limited Partners. In the event the General Partner gives notice of the need for additional equity as described in Section 15.2 of this Agreement, and the additional Capital Contributions agreed to be provided by some or all of the then existing Limited Partners is less than necessary to complete the proposed acquisition of additional Equipment, the General Partner may admit new Limited Partners. All new Limited Partners shall be deemed admitted to the Partnership as Limited Partners upon execution by the General Partner and the new Limited Partners of the New Limited Partner Acceptance Notice prepared by the General Partner substantially in the form of Exhibit E to this Agreement. The execution of the New Limited Partner Acceptance Notice by a new Limited Partner shall constitute execution and acceptance of this Agreement by such new Limited Partner for all purposes."
Section 13.1 of the Partnership Agreement is hereby deleted in its entirety and the following shall be substituted in place thereof:
Admission of New Limited Partners. In the event the General Partner gives notice of the need for additional equity as described in Section 15.2 of this Agreement, and the additional Capital Contributions agreed to be provided by some or all of the then existing Limited Partners is less than necessary to complete the proposed acquisition of additional Equipment, the General Partner may admit new Limited Partners; provided that the new Limited Partners and their respective Equity Commitments and Capital Contributions are approved by 100% of the then existing Limited Partners, as evidenced by the execution by all existing Limited Partners of the Additional Capital Contributions Approval Notice which shall be prepared by the General Partner substantially in the form of Exhibit D to this Agreement and the New Limited Partner Acceptance Notice prepared by the General Partner substantially in the form of Exhibit E to this Agreement. All new Limited Partners shall be deemed admitted to the Partnership as Limited Partners upon execution by all Partners of the New Limited Partner Acceptance Notice. The execution of the New Limited Partner Acceptance Notice by a new Limited Partner shall constitute execution and acceptance of this Agreement by such new Limited Partner for all purposes.
9. Section 12.2 of the Partnership Agreement is amended hereby by the addition of the following sentence at the end thereof: "Net Loss for GAAP purposes for any fiscal year shall be allocated to the General Partner and not to any Limited Partner."
10. Article 13 of the Partnership Agreement is amended hereby by the addition of a new Section 13.2 as follows:
Admission of New Limited Partners. A person may be admitted to the Partnership as a Limited Partner as follows:
Admission of New Limited Partners. The General Partner shall have the authority (subject to the advice of its counsel) to cause the Partnership to offer an unlimited number of Interests for sale by means of offerings or otherwise on such terms and at such times as the General Partner shall determine in its discretion. Limited Partners may, with the consent of the General Partner and with no consent required from any other Limited Partner, be admitted as set forth in Section 3.2.1, or add capital as set forth in Section 3.3. In determining whether to admit a new Limited Partner or whether to permit an existing Limited Partner to add capital, the General Partner shall, among other things, consider the implications under ERISA, the 1940 Act and Treasury Regulation §1.7704-1(h) before admitting a Limited Partner. Each new Limited Partner will be required to execute an agreement pursuant to which it will become bound by the terms of this Agreement. Admission of a new Limited Partner shall not be a cause for dissolution of the Partnership. With the prior consent of the General Partner, additional general partners also may be admitted to the Partnership in accordance with applicable Federal securities laws and the applicable rules of any self-regulatory organization to which the General Partner or its members are subject or if such additional general partner is an Affiliate (as such term is defined in Regulation S-X under the Securities Act of 1933, as amended) of the General Partner.
Admission of New Limited Partners. (a) Subject to Section 8.1(b) and (c) below, with the written consent of the General Partner, which consent may be arbitrarily withheld in the sole discretion of the General Partner, the Partnership may admit one or more new Limited Partners. Any Limited Partner so admitted shall (i) make a Capital Contribution, and (ii) have a Partnership Interest, in such amounts as shall be determined by the General Partner.
(b) No new Partner shall be admitted to the Partnership (i) if the effect of such admission would be the termination of the Partnership pursuant to Code Section 708(b)(1)(B); or (ii) if such admission would, with the giving of notice, the passage of time or both, render untrue any representation or warranty made by the Partnership in, or violate the terms of, or constitute a breach of or a default under, this Agreement, or any other agreement, document, contract or instrument to which the Partnership is a party or by which the Partnership or its assets is bound.
(c) The admission of any new Partner to the Partnership (i) may be conditioned on the receipt by the Partnership of opinions of counsel acceptable to the General Partner with respect to compliance by the Partnership and the new Partner with securities, tax and other laws and such other matters as the General Partner may deem appropriate; and (ii) shall be conditioned on the confirmation by the new Partner of the accuracy of the representations and warranties, and the agreement of such new Partner to be bound by the covenants contained in Article XI of this Agreement, insofar as such representations, warranties and covenants pertain to such new Partner.
Admission of New Limited Partners. A person may be admitted to the Partnership as a substituted Limited Partner only upon satisfaction of the following:
(a) All Partners consent to such admission, which consent may be given or withheld in their sole and absolute discretion;
(b) The Partnership Interest of the transferee was acquired in accordance with the Agreement; and
(c) The transferee consents to be bound by the Agreement in writing and in form satisfactory to the General Partner.
Admission of New Limited Partners. The Partnership may admit one or more new Limited Partners. Any Limited Partner so admitted shall (a) make a Capital Contribution, and (b) have a Partnership Interest, in such amounts as shall be determined by the General Partner in connection with the admission of such Limited Partner.
