Requirements for Substitution Sample Clauses

Requirements for Substitution. A Permitted Transferee of an interest in the Partnership of a Limited Partner shall have the right to become a substituted Limited Partner (a "Substituted Limited Partner") in place of such Limited Partner with respect to such interest only if all the following conditions are satisfied: (i) a duly executed and acknowledged written instrument of transfer approved by the General Partner has been filed with the Partnership setting forth the intention of the transferring Limited Partner that the Permitted Transferee become a Substituted Limited Partner in its place; (ii) the transferring Limited Partner and Permitted Transferee execute, acknowledge and deliver such other instruments as the General Partner may reasonably deem necessary or desirable to effect such substitution, including the written acceptance and adoption by the Permitted Transferee of the provisions of this Agreement, and the execution, acknowledgment and delivery by the Permitted Transferee of a power of attorney containing the powers provided for in Section 11.1 hereof; (iii) the transferring Limited Partner shall have guaranteed the obligations of the Permitted Transferee hereunder; (iv) the written consent of the General Partner to such substitution shall be obtained, which consent may be withheld in the absolute discretion of the General Partner (regardless of whether the withholding of such consent is arbitrary and unreasonable); and (v) the Partnership shall have been reimbursed for all reasonable expenses, including attorney's fees, incurred by the Partnership in connection with such Transfer and substitution. Except to the extent required by the General Partner pursuant to this Section 2.4 or the Act, the transferring Limited Partner shall be relieved of its obligations to make further Capital Contributions to the extent of such transfer.

Requirements for Substitution. Notwithstanding anything in this Article VI to the contrary, upon the assignment or transfer of any Interest, no assignee or transferee shall have the right to become a Substitute Member in place of its assignor or transferor unless the conditions of Sections 6.1 and 6.2 have been satisfied and: (a) the assignor or transferor has evidenced in a written instrument of assignment or transfer its intention that the assignee or transferee be admitted as a Substitute Member pursuant to the provisions hereof; (b) Consent shall have been given by the remaining Member which consent may be withheld by such remaining Member in its sole and absolute discretion, for any reason or for no reason at all, except in the case of a transfer to an Affiliate, in which case consent may not be unreasonably withheld; (c) the assignee or transferee has adopted and agreed in writing to be bound by all of the provisions hereof, as the same may have been amended; and (d) all documents reasonably required by the Governors to effect the substitution of the assignee or transferee as a Member shall have been executed. When and if all of the provisions of this Section 6.3 have been complied with, the assignee or transferee shall thereupon become a Member of the Company.

Requirements for Substitution. 45 7.6 Obligations and Rights of Transferees.....................................................45 7.7 Distributions and Allocations in Respect of Transferred Percentage Interests..............46 7.8 Continuation After Retirement of Member..................................................46 7.9

Requirements for Substitution. No transferee of the whole or a portion of a Limited Partner's Interest shall have the right to become a substituted Limited Partner in place of his assignor unless and until all of the following conditions are satisfied: (i) a duly executed and acknowledged written instrument of Transfer approved by the Management Committee has been filed with the Partnership setting forth the intention of the transferor that the transferee become a substituted Limited Partner in its place; (ii) the transferor and transferee execute and acknowledge, and cause such other persons to execute and acknowledge, such other instruments as the Management Committee reasonably deems necessary or desirable to effect such substitution, including without limitation, the written acceptance and adoption by the transferee of the provisions of this Agreement; (iii) the written consent of the Management Committee to such substitution shall. be obtained, the granting or denial of which shall be within the sole and absolute discretion of the Management Committee; (iv) the transferor delivers to the Partnership the written consent of any party whose consent to such substitution is required; (v) a Transfer fee has been paid to the Partnership sufficient to cover all reasonable expenses in connection with the Transfer and substitution; and (vi) an appropriate amendment of the certificate of limited partnership has been duly filed and recorded, if necessary. The Management Committee agrees to file such amendment and cause it to be recorded promptly after the conditions specified above in clauses (i) through (v) above have been satisfied.

Requirements for Substitution. No assignee of the whole or any portion of a Partnership Interest shall have the right to become a Substitute Limited Partner in place of his assignor unless: (i) The assignor has designated such intention in a written instrument of assignment delivered to the General Partner; and (ii) Except as provided in subparagraph "b" of this Article 12, the written consent of the General Partner has been obtained, the granting or denial of which shall be within the sole discretion of the General Partner; and (iii) The assignee has adopted and agreed in writing to be bound by all of the provisions hereof, as the same may have been amended; and (iv) All documents reasonably required by the General Partner to effect the substitution of the assignee as a Limited Partner shall have been executed and filed at the sole cost and expense of the assignor; and (v) The provisions of Paragraph b. of this Article 12 have been satisfied. When all of the provisions of law and of this Article have been complied with, the assignee forthwith, shall become a Limited Partner.

Requirements for Substitution. When a Development is subject to an environmental assessment and reviewed by the Board and is also a Project subject to a review by a Review Panel under the Act, the Board and the Agency will work together to determine whether the Development should be subject to substitution.

Requirements for Substitution. Upon the Transfer of any Investor Holder Interest, no transferee shall have the right to become a Substitute Investor Member in place of its transferor unless the conditions of Section 7.1 have been satisfied and: (a) The transferor has evidenced in a written instrument of assignment its intention that the transferee be admitted as a Substitute Investor Member pursuant to the provisions hereof; (b) The written consent of the Managing Member to such admission has been obtained, the granting or denial of which shall be within the sole discretion of the Managing Member; (c) The transferee has adopted and agreed in writing to be bound by all of the provisions of this Agreement, as the same may have been amended, including without limitation, the granting to the Managing Member and its successors of the powers of attorney set forth in Article XI; (d) The transferee shall have paid all reasonable legal fees and filing costs and a reasonable handling fee to the Managing Member to cover administrative charges in connection with such assignment and substitution; and (e) All documents reasonably required by the Managing Member to effect the admission of the transferee as a Substitute Investor Member shall have been executed.

Requirements for Substitution. Notwithstanding anything in this Article VI to the contrary, upon the assignment or transfer of any Interest, no assignee or transferee shall have the right to become a Substitute Member in place of its assignor or transferor unless the conditions of Sections 6.1 and 6.2 have been satisfied and: (a) The assignor or transferor has evidenced in a written instrument of assignment or transfer its intention that the assignee or transferee be admitted as a Substitute Member pursuant to the provisions hereof; (b) Consent shall have been given by the remaining Member which consent may be withheld by such remaining Member in its sole and absolute discretion, for any reason or for no reason at all, except in the case of a transfer to an Affiliate, in which case consent may not be unreasonably withheld; (c) The assignee or transferee has adopted and agreed in writing to be bound by all of the provisions hereof, as the same may have been amended; and (d) All documents reasonably required by the Governors to effect the substitution of the assignee or transferee as a Member shall have been executed. When and if all of the provisions of this Section 6.3 have been complied with, the assignee or transferee shall thereupon become a Member of the Company.

Requirements for Substitution. 20 6.4 Obligations and Rights of Transferees..................................................................20 6.5 Distributions and Allocations in Respect of Transferred Interests......................................20

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