Consent of General Partner Required. Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner's sole and absolute discretion. The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.
Consent of General Partner Required. The Limited Partner shall have the right to substitute a transferee as a Limited Partner in his place, but only if such transferee is a permitted transferee under Section 11.3, in which event such substitution shall occur if the Limited Partner so provides. With respect to any other transfers, the General Partner shall have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.
Consent of General Partner Required. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in its place without the prior written consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.
Consent of General Partner Required. Notwithstanding the foregoing provisions of this Article, the consent of the General Partner shall be required for any amendment to this Agreement.
Consent of General Partner Required. No Limited Partner shall have the right to substitute any transferee (except a Designated Party) as a Limited Partner in its place. A transferee of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion; provided, however, that the General Partner shall be deemed to have consented to the admission as a Substituted Limited Partner of any transferee that is a Designated Party. Subject to the foregoing, a transferee (including a Designated Party) shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, including, without limitation, the power of attorney granted in Section 2.4, (ii) a Partner Schedule executed by such Assignee and (iii) such other documents and instruments as may be required or advisable, in the reasonable discretion of the General Partner, to effect such transferee's admission as a Substituted Limited Partner.
Consent of General Partner Required. A Limited Partner shall have the right to substitute a transferee as a Limited Partner in its place, but only if such transfer is made pursuant to a Class A Related Person Transfer. With respect to any other transfers, the General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this SECTION 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion; provided, however, the General Partner agrees to admit as a Substituted Limited Partner any transferee of an Original Class A Limited Partner pursuant to a Class A Related Person Transfer; provided further, however, that if an Original Class A Limited Partner transfers less than all of its Units (unless the aggregate number of Units being transferred by an Original Class A Limited Partner (A) is less than fifty percent of the aggregate number of Units held by such Original Class A Limited Partner and (B) exceeds 72,900 Common Units, in which case the transferee shall appoint its own Limited Partner Representative pursuant to SECTION 8.6), such transferee shall appoint and authorize the Limited Partner Representative of the transferring Limited Partner with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead for the transferee to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made by or given to the Partners pursuant to SECTIONS 4.5(b), 4.6, 7.3, 7.6, 8.5, 10.1, 13.1 or ARTICLE XIV hereunder, in the sole discretion of the Limited Partner Representative of the transferring Limited Partner. Such power of attorney shall remain effective at all times and shall be exercisable by or else reissued to any successor Limited Partner Representative appointed by the then current Limited Partner Representative or the transferring Limited Partner (or its predecessor or successor, as the case may be) pursuant to SECTION 8.6. The General Partner and the Limited Partners may rely on such Limited Partner Representative for all purposes.
Consent of General Partner Required. (a) The Partnership shall not, without the consent of the General Partner, do any of the following:
(i) institute proceedings to be adjudicated bankrupt or insolvent,
(ii) consent to the institution of bankruptcy or insolvency proceedings against it,
(iii) file a petition seeking or consenting to reorganization or relief under any applicable federal or state law relating to bankruptcy,
(iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, conservator, custodian (or similar official) of the Partnership or a substantial part of the property of the Partnership,
(v) make any assignment for the benefit of creditors,
(vi) admit in writing its inability to pay its debts generally as they become due,
(vii) otherwise seek relief under any laws relating to the relief from debts or the protection of debtors generally, or
(viii) take any action in furtherance of the foregoing.
(b) dissolve or liquidate, in whole or in part, or consolidate, merge, or sell, convey, or otherwise transfer all or substantially all of the assets of the Partnership;
(c) engage in any business activity other than as contemplated by Section 1.4 hereof; or (d) amend this Agreement.
Consent of General Partner Required. Notwithstanding any other provision of this Agreement, the General Partner and the Special General Partner shall have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner and the Special General Partner in their sole and absolute discretion.
Consent of General Partner Required. Subject to Section 11.3, a Limited Partner shall have the right in its discretion to substitute a transferee as a Limited Partner in his place, in which event such substitution shall occur if the Limited Partner so provides, subject to compliance with Section 12.2(a); provided, however, that any transferee desiring to become a Substituted Limited Partner must furnish to the General Partner (i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement, including, without limitation, the power of attorney granted in Article XVI and (ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person's admission as a Substituted Limited Partner.
Consent of General Partner Required. Notwithstanding the foregoing provisions of this Article 11, the consent of the General Partner shall be required for any amendment which would:
(a) change the General Partner's sharing of costs and revenues or any item of income, gain, loss, deduction or credit;
(b) increase or diminish the General Partner's duties under this Agreement or the General Partner's liabilities, whether fixed or contingent;
(c) modify the provisions of this Agreement relating to removal or replacement of the General Partner;
(d) have or is reasonably expected to have a materially adverse effect on the General Partner; or
(e) amend this Section 11.03.
