Conditions to Succession to Capital Accounts Sample Clauses

Conditions to Succession to Capital Accounts. If the General Partner consents to a Transfer upon compliance with Section 8.2(a) (Conditions to Transfer), the transferee shall become a substituted Limited Partner and shall succeed proportionately to the Capital Account and distribution rights of its transferor only upon compliance with the following additional conditions: (i) the General Partner shall have consented to such substitution, which consent may not be unreasonably withheld, (ii) the proposed transferee shall have executed an amendment, counterpart or supplement to this Agreement, and shall have executed such other instruments as the General Partner may reasonably deem necessary or desirable to admit such transferee as a substituted Limited Partner and to evidence such substituted Limited Partner’s agreement to be bound by and to comply with the terms and provisions hereof, (iii) the admission of the proposed transferee has been approved by any Lender to the extent required under any Credit Facility; (iv) the General Partner, and any Lender to the extent required under any Credit Facility, shall have been furnished with the documents effecting such Transfer, in form and substance satisfactory to each of the General Partner and such Lender in their discretion, executed and acknowledged by both the transferor and the proposed transferee, and the General Partner shall have executed any other documents on behalf of itself and the Partnership required to effect the Transfer, which such other documents shall be in form and substance satisfactory to any such Lender, (v) the transferor shall have paid or caused to have been paid to the Partnership all of the Partnership’s and the General Partner’s reasonable expenses connected with such Transfer and substitution (including, but not limited to, the reasonable legal and accounting expenses that are incurred by the Partnership and the General Partner), (vi) the transferor or the transferee shall indemnify the Partnership and the General Partner in a manner reasonably satisfactorily to the General Partner against any losses, claims, damages, liabilities or expenses to which the Partnership or the General Partner may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferor or such transferee in connection with such Transfer, and (vii) the transferor and transferee shall furnish the Partnership with any information reasonably necessary to perm...
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Related to Conditions to Succession to Capital Accounts

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