Common use of Assignees and Substituted Limited Partners Clause in Contracts

Assignees and Substituted Limited Partners. A. If a Limited Partner is in Bankruptcy, the bankruptcy trustee shall have all the rights of a Limited Partner as the bankrupt possessed to assign all or any part of its Interest and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The dissolution or Bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. Where the General Partner has consented to any assignment of an Interest, the Partnership need not recognize such assignment for any purpose unless there shall have been filed with the Partnership a duly executed counterpart of the instrument making such assignment signed by both the assignor and the assignee which evidences the written acceptance of his or its agreement to be bound by all of the terms and provisions of this Agreement and represents that such assignment was made in accordance with all applicable laws and regulations (including investment suitability requirements). C. If a Limited Partner assigns all of such Partner’s Interest, he, she or it shall cease to be a Limited Partner of the Partnership upon the admission of a Substituted Limited Partner in such Partner’s stead. D. Any person who is an assignee of any of the Interests of a Limited Partner shall become a Substituted Limited Partner when the General Partner shall have accepted such Person as a Limited Partner of the Partnership, the books and records of the Partnership reflect such Person as admitted to the Partnership as a Limited Partner, such person has satisfied the requirements of Section 7.01, Section 7.02B and Section 11.01A, and when such Person shall have paid all reasonable legal fees and filing costs incurred by the Partnership in connection with such Partner’s substitution as a Limited Partner. E. Any person who is the assignee of any of the Interest of a Limited Partner but who does not become a Substituted Limited Partner and desires to make a further assignment of any such Interest shall be subject to all the provisions of this Article 7 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the Interest.

Assignees and Substituted Limited Partners. A. If a Limited Partner is in Bankruptcydies, the bankruptcy executor, administrator or trustee, or, if a Limited Partner is adjudicated incompetent or insane, the committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the bankrupt decedent or incompetent possessed to assign all or any part of its Interest the Units and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The dissolution death, dissolution, adjudication of incompetence or Bankruptcy bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. Where Except for an assignment permitted by the General Partner has consented proviso to any assignment of an InterestSection 7.01A, the Partnership need not recognize such assignment for any purpose any assignment of any Interest unless there shall have been filed with the Partnership a duly executed and acknowledged counterpart of the instrument making such assignment signed by both the assignor and the assignee which and such instrument evidences the written acceptance by the assignee of his or its agreement to be bound by all of the terms and provisions of this Agreement and represents that such assignment was made in accordance with all applicable laws and regulations (including investment suitability requirements). C. If Limited Partners who shall assign all their Interests shall cease to be Limited Partners of the Partnership except that unless and until a Substituted Limited Partner assigns all of such Partner’s Interestis admitted in his stead, he, she or it the assigning Limited Partner shall not cease to be a Limited Partner of the Partnership upon and shall retain the admission statutory rights and powers of a Substituted Limited Partner in such Partner’s steadlimited partner under the Act. D. Any person Person who is an assignee of any of the Interests of a Limited Partner and who has satisfied the requirements of Section 7.01 and Section 7.02B shall become a Substituted Limited Partner when the General Partner shall have has accepted such Person as a Limited Partner of the Partnership, Partnership and the books and records of the Partnership reflect such Person as admitted to the Partnership as a Limited Partner, such person has satisfied the requirements of Section 7.01, Section 7.02B and Section 11.01A, Partner and when such Person shall have satisfied the conditions of Section 11.02A and shall have paid all reasonable legal fees and filing costs incurred by the Partnership in connection with such Partner’s the substitution as a Limited Partner; provided, however, that the General Partner's consent to the substitution of any assignee of an Interest as a Substituted Limited Partner may be granted or withheld in its sole discretion. E. Any person Person who is the assignee of any of the an Interest of a Limited Partner Partner, but who does not become a Substituted Limited Partner and desires to make a further assignment of any such Interest Interests, shall be subject to all the provisions of this Article 7 Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the InterestInterests.

Assignees and Substituted Limited Partners. A. If a Limited Partner is in Bankruptcydies, the bankruptcy executor, administrator or trustee, or, if a Limited Partner is adjudicated incompetent or insane, the committee, guardian or conservator, or, if a Limited Partner becomes bankrupt, the trustee or receiver of the estate, shall have all the rights of a Limited Partner for the purpose of settling or managing the estate and such power as the bankrupt decedent or incompetent possessed to assign all or any part of its Interest the Units and to join with the assignee thereof in satisfying conditions precedent to such assignee becoming a Substituted Limited Partner. The dissolution death, dissolution, adjudication of incompetence or Bankruptcy bankruptcy of a Limited Partner in and of itself shall not dissolve the Partnership. B. Where the General Partner has consented to any assignment of an Interest, the The Partnership need not recognize such assignment for any purpose any assignment of any Interest unless there shall have been filed with the Partnership a duly executed and acknowledged counterpart of the instrument making such assignment signed by both the assignor and the assignee which and such instrument evidences the written acceptance by the assignee of his or its agreement to be bound by all of the terms and provisions of this Agreement and represents that such assignment was made in accordance with all applicable laws and regulations (including investment suitability requirements). C. If Limited Partners who shall assign all their Interests shall cease to be Limited Partners of the Partnership except that unless and until a Substituted Limited Partner assigns all of such Partner’s Interestis admitted in his stead, he, she or it the assigning Limited Partner shall not cease to be a Limited Partner of the Partnership upon and shall retain the admission statutory rights and powers of a Substituted Limited Partner in such Partner’s steadlimited partner under the Act. D. Any person Person who is an assignee of any of the Interests of a Limited Partner and who has satisfied the requirements of Section 7.01 and Section 7.02B shall become a Substituted Limited Partner when the General Partner shall have has accepted such Person as a Limited Partner of the Partnership, Partnership and the books and records of the Partnership reflect such Person as admitted to the Partnership as a Limited Partner, such person has satisfied the requirements of Section 7.01, Section 7.02B and Section 11.01A, Partner and when such Person shall have satisfied the conditions of Section 11 .02A and shall have paid all reasonable legal fees and filing costs incurred by the Partnership in connection with such Partner’s the substitution as a Limited Partner; provided, however, that the General Partner's consent to the substitution of any assignee of an Interest as a Substituted Limited Partner may be granted or withheld in its sole discretion. E. Any person Person who is the assignee of any of the an Interest of a Limited Partner Partner, but who does not become a Substituted Limited Partner and desires to make a further assignment of any such Interest Interests, shall be subject to all the provisions of this Article 7 Seven to the same extent and in the same manner as any Limited Partner desiring to make an assignment of the InterestInterests.