ADMISSION OF SUBSTITUTE PARTNERS. Upon a transfer of a Unit by a Partner in accordance with ARTICLE IX (but not otherwise), the transferor shall have the power to give, and by transfer of any Certificate issued shall be deemed to have given, the transferee the right to apply to become a Substitute Partner with respect to the Unit(s) acquired, subject to the conditions of and in the manner permitted under this Agreement. A transferee of a Certificate representing a Unit shall be an Assignee with respect to the transferred Unit (whether or not such transferee is a Partner or Substitute Partner with respect to other previously acquired Units) unless and until all of the following conditions are satisfied:
ADMISSION OF SUBSTITUTE PARTNERS. Notwithstanding that the Disposition to an Assignee has been made in compliance with Section 10.1 or Section 12.1, an Assignee of a Partnership Interest shall be admitted as a Substitute Partner and admitted to all the rights of the Partner who initially assigned the Partnership Interest only with approval by the General Partner and the Special Vote of the Class A Partners; PROVIDED, that neither the acquisition by NCCI of a Partnership Interest pursuant to the NCCI Purchase Agreement nor the Limited PJHP Disposition shall require any approval or consent of either the Management Committee or any Partners to constitute NCCI or the PJHP Assignee, as the case may be, a Substitute Partner; and, PROVIDED, further, that upon NCCI's acquisition of a Partnership Interest pursuant to the NCCI Purchase Agreement, NCCI will become a Limited Partner; and, PROVIDED, further, that no Person or any Affiliate of such Person which at the time is a direct competitor of Access may become a Substitute Partner without the prior written consent of Access. The Partners may grant or withhold the approval of such admission in their sole and absolute discretion. If so admitted, the Substitute Partner (including, without limitation, NCCI and the PJHP Assignee) shall execute an instrument by which it shall become a party to this Agreement and, upon such execution, shall have all the rights and powers and is subject to all the restrictions and liabilities of the Partners originally assigning the Partnership Interest. The admission of a Substitute Partner shall not release the Partner originally assigning the Partnership Interest from any liability to the Company that may exist prior to the approval.
ADMISSION OF SUBSTITUTE PARTNERS. 6 2.4 Resignation or Withdrawal of a Partner..................................6 2.5 Transactions with the Partnership.......................................6 2.6 Partners Are Not Agents; No Management Authority........................6
ADMISSION OF SUBSTITUTE PARTNERS. SECTION 11.1. Admission of Successor Limited Partner........................61 SECTION 11.2. Admission of Successor General Partner........................62 SECTION 11.3. Amendment of Agreement and of Certificate of Limited Partnership...............................................63 (ii) 4 ARTICLE XII. WITHDRAWAL OR REMOVAL
ADMISSION OF SUBSTITUTE PARTNERS. Notwithstanding any other provision of this Agreement, no Assignee of a Partnership Interest may be admitted as a Substitute Partner without the prior written consent of at least five (5) members of the Board of Directors (unless, at the relevant time, there are fewer than seven (7) members of the Board of Directors, then, by a majority of the members of the Board of Directors in accordance with Section 4.2). If so admitted, the Substitute Partner will have all the rights and powers and will be subject to all the restrictions and liabilities of the Partner which originally assigned the Partnership Interest. The admission of a Substitute Partner does not release any Partner from liability to the Partnership that may have existed prior to such substitution.
ADMISSION OF SUBSTITUTE PARTNERS. A Permitted Transferee shall be admitted into the Partnership as a substitute Partner after satisfactory completion of the following items:
ADMISSION OF SUBSTITUTE PARTNERS. No assignee of an interest as -------------------------------- a Partner shall be admitted as a Partner in the Partnership unless the assignee expressly agrees to be bound by the provisions of this Agreement and to assume the obligations of its assignor under this Agreement and agrees to pay all reasonable expenses and legal fees relating to the assignment and its admission as a Partner in the Partnership. Upon the admission of a substituted Partner, this Agreement shall be amended to reflect the name and address of the substituted Partner and eliminate the name and address of the assignor and an amendment to the certificate of limited partnership of the Partnership shall be filed, if required by the Act. A Partner who assigns all of its Interest shall cease to be a Partner and shall no longer have any rights or privileges of a Partner except that unless and until its assignee is admitted to the Partnership as a substituted Partner in accordance with this Article VIII, the assignor Partner shall retain all rights and be subject to all obligations under this Partnership Agreement and the Act.
ADMISSION OF SUBSTITUTE PARTNERS. 16.1 . Restriction on Transfers by the General Partner. -----------------------------------------------
ADMISSION OF SUBSTITUTE PARTNERS. Notwithstanding any other provision of this Agreement, no Assignee of a Partnership Interest may be admitted as a Substitute Partner without the prior written consent of all of the Partners. If so admitted, the Substitute Partner will have all the rights and powers and will be subject to all the restrictions and liabilities of the Partner that originally assigned the Partnership Interest. The admission of a Substitute Partner does not release any Partner from liability to the Partnership that may have existed prior to such substitution.
ADMISSION OF SUBSTITUTE PARTNERS. An Assignee of a Partnership Interest shall be admitted as a Substitute Partner and admitted to all the rights of the Partner who initially assigned the Partnership Interest, only with the approval, which may be withheld in their sole and absolute discretion, of a Majority of the Remaining Partners.
