Common use of Assignability of a Limited Partner’s Interest in the Partnership Clause in Contracts

Assignability of a Limited Partner’s Interest in the Partnership. No Limited Partner may assign the whole or any part of its interest in the Partnership without the prior written consent of the General Partner, which consent shall not be unreasonably withheld (taking into account the best interests of the Partnership). If the prior written consent of the General Partner is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substituted Limited Partner or to be entitled to exercise or receive any of the rights, powers or benefits of a Limited Partner other than the right to receive distributions to which the assigning Limited Partner would be entitled, unless the assigning Limited Partner designates, in a written instrument delivered to the General Partner, its assignee to become a Substituted Limited Partner and the General Partner, in its sole discretion, consents to the admission of such assignee as a Limited Partner; and provided further, that such assignee shall not become a Substituted Limited Partner without having first executed an instrument reasonably satisfactory to the General Partner accepting and adopting the terms and provisions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Partnership a fee sufficient to cover all reasonable expenses of the Partnership in connection with its admission as a Substituted Limited Partner.

Assignability of a Limited Partner’s Interest in the Partnership. No Limited Partner may assign the whole or any part of its interest in the Partnership without the prior written consent of the General Partner, which consent shall not be unreasonably withheld (taking into account the best interests of the Partnership). If the prior written consent of the General Partner is obtained for any such assignment, such assignment shall, nevertheless, not entitle the assignee to become a Substituted Limited Partner or to be entitled to exercise or receive any of the rights, powers or benefits of a Limited Partner other than the right to receive distributions to which the assigning Limited Partner would be entitled, unless the assigning Limited Partner designates, in a written instrument delivered to the General Partner, its assignee to become a Substituted Limited Partner partner and the General Partner, in its sole discretion, consents to the admission of such assignee as a Limited Partner; and provided further, that such assignee shall not become a Substituted Limited Partner without having first executed an instrument reasonably satisfactory to the General Partner accepting and adopting the terms and provisions of this Agreement, including a counterpart signature page to this Agreement, and without having paid to the Partnership a fee sufficient to cover all reasonable expenses of the Partnership in connection with its admission as a Substituted Limited Partner. Upon the occurrence of all of such events, the General Partner shall cause the Partnership's books and records and Schedule A hereto to reflect such assignment or substitution, as the case may be.