Permitted Admissions Clause Samples
Permitted Admissions. Persons which are to be admitted to the Partnership pursuant to Section 7.6(a), Article 10 or Section 12.4(c) may be admitted as Additional Partners of the Partnership if such admission is first in compliance with all of the following conditions:
(a) such admission will NOT adversely affect the financial and operating integrity of the Partnership;
(b) such admission would NOT result in a termination of the Partnership under Section 708 of the Code;
(c) such admission would NOT cause revocation or loss of the Partnership's EWG status, or cause the Partnership, any Partner, Parent, or Affiliate thereof to become a holding company under PUHCA or be in conflict with any other law or regulation which would otherwise adversely affect the financial and operating integrity of the Partnership;
(d) such Person which is to be admitted as an Additional Partner has executed a counterpart of this Agreement, and assumes by operation of law or express agreement with the Partnership, in form and substance reasonably satisfactory to the Partnership, all of its share of applicable obligations under this Agreement;
(e) such admission is NOT prohibited by and will not cause a default under the terms of any material Project Contract of the Partnership, including but not limited to the Common Agreement, and if required the proposed admission has been approved and consented to by any third party from which approval or consent is required under a material Project Contract of the Partnership; and
(f) such admission is in compliance with all applicable requirements of law, including but not limited to any applicable securities laws.
Permitted Admissions. (a) AUTOMATIC ADMISSION OF TRANSFEREE OF A PERMITTED TRANSFER. Upon compliance with the terms of Section 11.1(c), the transferee with respect to a Permitted Transfer pursuant to Article 10 shall be automatically admitted as an Additional Partner (a General Partner in respect of a transferred General Partner Partnership Interest or a Limited Partner in respect of a transferred Limited Partner Partnership Interest) in substitution for the transferor Partner to the extent of the transferred Partnership Interest. Upon the request of a Partner, a Permitted Transfer pursuant to Article 10 may be structured as the admission of the transferee as an Additional Partner with the entire dilution in the Partnership Interests resulting from such admission of the transferee as an Additional Partner being allocated wholly against the Partnership Interest of the Partner making such Permitted Transfer (in which case the transferee would be admitted as a new General Partner to the extent of the dilution in the General Partner Partnership Interest of the transferor Partner and would be admitted as a new Limited Partner to the extent of the dilution in the Limited Partner Partnership Interest of the transferor Partner), provided that the Partner requesting the admission of the transferee as an Additional Partner, and such Partner's Affiliates, shall indemnify, hold harmless and reimburse the other Partners and its Affiliates for any adverse tax consequences to the extent resulting from such admission of the transferee as an Additional Partner, including but not limited to adverse consequences under Section 704(c) of the Code.
Permitted Admissions. 31 11.2 Effect of Prohibited Admission.............................................................31
Permitted Admissions. Effect of Prohibited Admission...