Prerequisites to Becoming Sample Clauses

Prerequisites to Becoming an Assignee or a Substi­tuted Limited Partner. No person not already a Partner shall become a Substitut­ed Limited Partner without the prior written consent of all Partners, which may be withheld in the sole discretion of the Partners, but the terms of this Article 10 shall apply to an assignee as if the assignee were a Substituted Limited Partner. No Disposi­tion of all or any part of a Partnership Interest shall be effective or binding upon the Partners until the General Partner has received written notice thereof and all the provisions of this Agreement have been satisfied. If the transfer is to a person other than a person who is a Partner before the transfer, then, as a condition to recogniz­ing the transferee as an assignee, the General Partner shall have the right to require that any or all of the following requirem­ents be satisfied: (a) the provision of evidence that the Disposition will not be or result in a violation of any federal, state or other governmental law or regulation; (b) the execution and delivery to the General Partner by the selling party and the transferee of all instru­ments which the General Partner deems reasonably necessary, in form satisfacto­ry to the General Partner; (c) the payment in advance to the Partnership of any costs or expenses connected with the assignment or other disposi­tion or assurances from the purchaser of such interest that those amounts will be paid at the time the sale is closed; (d) assurance that the person to whom the assignment or other disposition is to be made is willing and able to perform all of the selling party’s obligations under this Agreement and is not a minor or incompetent. Notwithstanding the satisfaction of the foregoing requirements, any Disposition of a Partnership Interest shall be effective only to give the assignee the right to receive the share of profits to which the assignor would otherwise be entitled and shall not relieve such assignor from any liability or obligation under any provisions of this Agreement or give such assignee the right to become a Substituted Limited Partner, unless and until such assignee is expressly admitted to the Partnership by the Partners. The Partners may grant or withhold such admission in the absolute discretion of the Partners. Each Partner understands and agrees that the require­ments and restrictions contained in this Article 10 are reasonable and absolutely essential in order to assure that the purpose for which this Partnership is formed shall...