Common use of Admission of Successor General Partner Clause in Contracts

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof.

Appears in 24 contracts

Samples: Limited Partnership Agreement (ARC Realty Finance Trust, Inc.), Limited Partnership Agreement (American Realty Capital Trust IV, Inc.), Limited Partnership Agreement (American Realty Capital Trust IV, Inc.)

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Admission of Successor General Partner. (i) A successor to all of the General Partner’s General Partner Interest pursuant to a Transfer permitted by Section 11 11.2 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following upon such transfer Transfer. Upon any such Transfer and the admission of any such transferee as a successor General Partner as in accordance with this Section 12.1, the transferor General Partner shall be relieved of its obligations under this Agreement and shall cease to be a general partner of the Partnership upon without any separate Consent of the satisfaction Limited Partners or the consent or approval of any other Partners. Any such successor General Partner shall carry on the business and affairs of the Partnership without dissolution. In each case, the admission shall be subject to the successor General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if . Upon any such Transfer, the Person to be admitted as a substitute or additional transferee shall become the successor General Partner is for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner. Concurrently with, and as evidence of, the admission of a corporation or a partnership it successor General Partner, the General Partner shall have provided update the Register and the books and records of the Partnership with evidence satisfactory to counsel for reflect the name, address and number and classes and/or series of Partnership Units of such Person’s authority to become a successor General Partner. In the event that the General Partner and to be bound by withdraws from the terms and provisions Partnership, or transfers its entire Partnership Interest, in violation of this Agreement; and (iii) counsel for , or otherwise dissolves or terminates or ceases to be the general partner of the Partnership, a Majority in Interest of the Partners may elect to continue the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as by selecting a substitute or additional General Partner is successor general partner in conformity accordance with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) 13.1.A hereof.

Appears in 16 contracts

Samples: Limited Partnership Agreement (Rexford Industrial Realty, Inc.), Agreement of Limited Partnership (Rexford Industrial Realty, Inc.), Limited Partnership Agreement (Rexford Industrial Realty, Inc.)

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section Article 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof.

Appears in 16 contracts

Samples: Limited Partnership Agreement (Phillips Edison Grocery Center REIT III, Inc.), Limited Partnership Agreement (Inland Residential Properties Trust, Inc.), Limited Partnership Agreement (Inland Residential Properties Trust, Inc.)

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section Article 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof).

Appears in 5 contracts

Samples: Limited Partnership Agreement (Preferred Apartment Communities Inc), Limited Partnership Agreement (Preferred Apartment Communities Inc), Limited Partnership Agreement (Preferred Apartment Communities Inc)

Admission of Successor General Partner. (i) A successor to all of the General Partner’s General Partner Interest pursuant to a Transfer permitted by Section 11 11.2 hereof or pursuant to an appointment under Section 13.1.A and, in each case, who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following prior to such transfer and Transfer or appointment or as otherwise provided herein, upon the fulfillment of the conditions set forth in Section 11.2. Upon any such admission of such any successor General Partner as in accordance with this Section 12.1, the former General Partner shall cease to be a general partner of the Partnership upon without any separate Consent of the satisfaction Limited Partners or the consent or approval of any other Partners. Any such successor General Partner is hereby authorized to, and shall, carry on the business and affairs of the Partnership without dissolution. In each case, the admission shall be subject to the successor General Partner executing and delivering to the Partnership an acceptance of all of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments instruments, which shall include a counterpart signature page to this Agreement, as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional . Upon any such successor General Partner is a corporation or a partnership it shall have provided becoming the Partnership with evidence satisfactory to counsel for General Partner, the Partnership of such Person’s authority to become a successor General Partner shall become the General Partner for all purposes herein, and to shall be bound by vested with the terms powers and provisions rights of this Agreement; and (iii) counsel the General Partner, and shall be liable for all obligations and responsible for all duties of the Partnership shall have rendered an opinion (relying on such opinions from other counsel General Partner. Concurrently with, and as may be necessary) that evidence of, the admission of the person to be admitted as a substitute or additional successor General Partner is in conformity with the ActPartner, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such shall amend the Partnership Year shall be allocated between Register to reflect the transferring General Partner name, address and number and classes and/or series of Partnership Units of such successor General Partner. Other than pursuant to a Transfer pursuant to Section 11.2 or an appointment under Section 13.1.A, no Person may be admitted to the Partnership as provided in Section 11.6(d) hereofa general partner.

Appears in 3 contracts

Samples: Agreement of Limited Partnership (Vici Properties Inc.), Limited Partnership Agreement (Vici Properties Inc.), Limited Partnership Agreement (International Market Centers, Inc.)

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section Article 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer Transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof.

Appears in 2 contracts

Samples: Limited Partnership Agreement (American Realty Capital Healthcare Trust III, Inc.), Limited Partnership Agreement (American Realty Capital New York City REIT II, Inc.)

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section Article 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof. (d) The admission of any Person as a substitute or successor General Partner of the Partnership must comply with the terms of Article 11.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Phillips Edison Grocery Center Reit I, Inc.), Limited Partnership Agreement

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Admission of Successor General Partner. (i) A. A successor to all of the General Partner Interest pursuant to Section 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following prior to such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) transfer. Any such transferee shall carry on the business of the Partnership without dissolution. (b) B. A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (ia) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (iib) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iiic) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause cause (Ai) the Partnership to be classified other than as a partnership for federal income tax purposes, or or (Bii) the loss of any Limited Partner’s 's limited liability. (c) C. In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) 11.6D hereof.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Meristar Hospitality Corp), Limited Partnership Agreement (3100 Glendale Joint Venture)

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section Article 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, oror 63 (B) the loss of any Limited Partner’s limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof.

Appears in 1 contract

Samples: Limited Partnership Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section Article 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) b. A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) 1. the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) 2. the loss of any Limited Partner’s limited liability. (c) c. In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof. d. The admission of any Person as a substitute or successor General Partner of the Partnership must comply with the terms of Article 11.

Appears in 1 contract

Samples: Limited Partnership Agreement (Phillips Edison & Company, Inc.)

Admission of Successor General Partner. (i) A successor to all of the General Partner Interest pursuant to Section 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b). (ii) Any such transferee shall carry on the business of the Partnership without dissolution. (b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied: (i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner; (ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s 's authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and (iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause (A) the Partnership to be classified other than as a partnership for federal income tax purposes, or (B) the loss of any Limited Partner’s 's limited liability. (c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof.

Appears in 1 contract

Samples: Agreement of Limited Partnership (American Spectrum Realty Inc)

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