Admission of New Partners. Notwithstanding anything to the contrary set forth in this Article 8, no Transfer shall be permitted or effective for any purpose unless all required consents, if any, of the Senior Lender shall have been obtained in writing. In addition, no such Transfer shall be binding on the Partnership unless (a) the transferee shall execute and acknowledge an instrument, in form and substance reasonably satisfactory to the remaining Partners, whereby it agrees to assume and be bound by all of the covenants, terms and conditions of this Agreement, as the same may have been amended, from and after the effective date of such Transfer, (b) a duplicate original of such instrument duly executed and acknowledged by the parties thereto is delivered to the Partnership, (c) the transferee shall pay all reasonable expenses in connection with its admission as a Partner (including, without limitation, all transfer taxes payable in connection therewith), and the transferee delivers to the Partnership and the other Partner at least five (5) days advance written notice of any such transfer and the identity of the transferee together with such assurances as the other Partner may reasonably request to ensure that such transfer is in compliance with (i) the Securities Act, and any regulations promulgated thereunder, (ii) all applicable State Acts and any regulations relating thereto and (iii) this Article 8. Except as otherwise provided in this Article 8, no Person shall be admitted into the Partnership as a new Partner.
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Samples: Partnership Agreement, Partnership Agreement (Dividend Capital Total Realty Trust Inc.), Partnership Agreement (Dividend Capital Total Realty Trust Inc.)
