Common use of Admission of Transferees as Partners Clause in Contracts

Admission of Transferees as Partners. Subject to the other provisions of this Section 10, a transferee of an Interest in the Partnership may be admitted to the Partnership as a substituted Partner only upon satisfaction of the conditions set forth below in this Section 10.6: (a) The Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer or in the circumstances described in Section 10.2(c); (b) The transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the Partnership Committee may reasonably request (including, without limitation, amendments to the Certificate) and as may be necessary or appropriate to confirm such transferee as a Partner in the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof; (c) If the transferee is a Person other than an individual, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership that such transferee has made each of the representations and undertaken each of the warranties described in Section 7 hereof; and (d) A transferee of an Interest from a Limited Partner hereunder shall be admitted as a Limited Partner with respect to such Interest if, but only if, all of the other Partners consent to such admission.

Admission of Transferees as Partners. Subject to the other provisions of this Section 10Article 11, a transferee of an Interest in the Partnership Interests may be admitted to the Partnership as a substituted Limited Partner only upon satisfaction of the conditions set forth below in this Section 10.611.06: (a) The General Partner consents to such admission, which consent may be withheld in its sole discretion; (b) The Interests with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer or in the circumstances described in Section 10.2(c)Transfer; (bc) The transferee becomes a party to this Agreement as a Limited Partner and executes such documents and instruments as the Partnership Committee General Partner may reasonably request (including, without limitation, counterparts or amendments to this Agreement and amendments to the Certificate) and as may be necessary or appropriate to confirm such transferee as a Limited Partner in the Partnership and 37 45 such transferee’s 's agreement to be bound by the terms and conditions hereof; (cd) If the transferee is a Person other than an individualcorporation, the transferee provides the Partnership with evidence satisfactory to counsel for the Partnership that such transferee has made each the power and authority to execute and deliver this Agreement and to perform its obligations hereunder and the execution, delivery and performance of the representations and undertaken each of the warranties described in Section 7 hereofthis Agreement have been duly authorized by all necessary action; and (de) A The transferee of an Interest from a Limited Partner hereunder shall be admitted as a Limited Partner with respect executes and consents to such Interest if, but only if, any and all of assignments or Transfers previously executed by the other Partners consent to such admissiontransferor.