Substitute Limited Partner. A Person who is admitted as a Limited Partner to the Partnership in place of and with all the rights of a Limited Partner.
Substitute Limited Partner. The assignee of the whole or a portion of a Partnership interest shall be admitted as a substitute Limited Partner upon compliance with the following conditions:
(a) The assignee must deliver to the Partnership an executed counterpart of the instrument of assignment, satisfactory in substance and form to the General Partner that contains a statement of the assignor's desire that the assignee be admitted as a substitute Limited Partner and the assignee's agreement to be bound by this Agreement. This condition shall be deemed to be met in the case of a Successor in Interest, defined hereinafter.
(b) The General Partner, in its sole discretion, must consent in writing to the admission of the assignee as a substitute Limited Partner.
(c) The assignor and the assignee must execute and acknowledge such instruments as the General Partner may deem necessary or desirable to effect such admission, and the assignee agrees to pay all expenses in connection with such admission.
Substitute Limited Partner. The transferee of a partnership interest permitted pursuant to Section 10.2 shall be admitted to the Partnership as a Limited Partner upon its execution of a written agreement to be bound by all of the provisions of this Agreement.
Substitute Limited Partner. No Transferee of an Interest shall become a Substitute Limited Partner unless all of the following conditions have been satisfied, within such reasonable time period as the General Partner shall determine:
(a) the Transfer is permitted under Section 7.01;
(b) the Partnership receives a duplicate original of all documents effecting the Transfer from the Transferor to the Transferee;
(c) the General Partner consents to the admission of the Transferee as a Substitute Limited Partner, which consent may be given or withheld in the General Partner's sole discretion; and
(d) the Transferee has executed an instrument, in form and substance satisfactory to the General Partner, accepting and agreeing to be bound by all terms and conditions of this Agreement.
Substitute Limited Partner. A Limited Partner or the transferee of a Limited Partner may transfer all, but not a part of his Unit(s) to a Substitute Limited Partner provided:
A. That the transferee, if an individual, is at least 21 years of age;
B. That the transferee executes an instrument satisfactory to the General Partner accepting and adopting the provisions and agreements set forth herein and pays any reasonable expenses in connection with his admission as a Substitute Limited Partner; and
C. That the General Partner shall consent to such transfer, which consent may be given or withheld in the General Partner’s sole discretion, and shall be withheld if:
(1) In the opinion of counsel for the Partnership such transfer would result in the close of the Partnership’s taxable year with respect to all Partners, in the termination of the Partnership within the meaning of Section 708(b) of the Code, or in the termination of its status as a partnership under the Code; or
(2) In the opinion of such counsel such transfer would be in violation of the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction.
Substitute Limited Partner. No assignee of the whole or any part of a Limited Partner Interest shall be substituted as a Limited Partner without the prior written consent of the General Partner, the granting or denying of which consent shall be in the General Partner's absolute discretion. As a condition to the approval or consent of the General Partner to the admission of an assignee of a Limited Partner as a Substitute Limited Partner, the General Partner:
(a) shall require such assignee to accept and assume, in form satisfactory to the General Partner, all the terms and provisions of this Agreement, and
(b) may require such assignee to:
(i) provide an opinion of counsel, in form and substance reasonably satisfactory to counsel for the Partnership, that assignment of the Limited Partner Interest and substitution of the assignee as a Limited Partner does not result in termination of the Partnership for purposes of Section 708 or any successor or similar provision of the Code;
(ii) provide an opinion of counsel, in form and substance reasonably satisfactory to counsel for the Partnership, that neither the offering nor the assignment of the Limited Partner Interest violates any registration provision of any Federal or state securities or comparable laws, subjects the Partnership to registration as an investment company under the Investment Company Act of 1940, as amended, or requires that the General Partner or the Partnership register as an investment adviser under the Investment Advisers Act of 1940, as amended;
(iii) provide an opinion of counsel, in form and substance reasonably satisfactory to counsel for the Partnership, that assignment of the Limited Partner Interest and substitution of the assignee as a Limited Partner will not cause the Partnership to be classified as an association taxable as a corporation or to be treated as a publicly traded partnership as defined in Sections 7704(b) and 469(k)(2) of the Code;
(iv) execute such other documents or instruments as the General Partner may reasonably require to effect the admission of such assignee as a Limited Partner; and
(v) pay such reasonable expenses as the Partnership may incur in connection with such substitution.
Substitute Limited Partner. A person admitted to all of the rights of a Limited Partner who has died or assigned his interest in the Partnership, or in the case of a Limited Partner that is a partnership, joint venture, association, corporation or trust, that has been dissolved or assigned its interest in the Partnership.
Substitute Limited Partner. An Assignee may become a Limited Partner on the completion of all of the following:
9.2.1 The execution, acknowledgment, and delivery to the General Partner of a written assignment in a form approved by the General Partner specifying the interest being assigned and setting forth the intention of the assigning Limited Partner that the Assignee succeed to the Percentage Interest as a Limited Partner;
9.2.2 The execution, acknowledgment, and delivery to the General Partner of any other documents required by the General Partner from the assigning Limited Partner and the Assignee, including the Assignee’s acceptance of this Agreement and a special power of attorney substantially in the form in Section 13;
9.2.3 Obtaining the written consent of the General Partner, the granting or denial of which shall be within the sole discretion of the General Partner; and,
9.2.4 Payment to the Partnership of transfer fee, subject to General Partner’s sole discretion to waive such transfer fee in whole or in part, of $1,000. The General Partner may elect to treat an Assignee who has not become a substituted Limited Partner as a substituted Limited Partner in the place of his Assignor should the General Partner deem, in its sole discretion, that such treatment is in the best interest of the Partnership.
Substitute Limited Partner. No assignee, purchaser or transferee of the whole or any portion of any Limited Partner's Interest shall have the right to become a substitute Limited Partner, unless:
(a) The transferring Limited Partner has designated such intention in a written instrument of assignment, sale or transfer, a copy of which has been delivered to the General Partner;
(b) The transferring Limited Partner has obtained the written consent of the General Partner, which consent shall not be unreasonably withheld;
(c) The person acquiring the Limited Partner's Interest has adopted and agreed in writing to be bound by all of the provisions hereof, as the same may have been amended;
(d) All documents reasonably required by the General Partner and the Act to effect the substitution of the person acquiring the Limited Partner's Interest as a Limited Partner shall have been executed and filed at no cost to the Partnership; and
(e) Any necessary prior consents have been obtained from any regulatory authorities. Provided, however, that subsections (a) and (b) above shall not apply in the case of an assignment or sale to an Affiliate of the assignor or seller.
Substitute Limited Partner. No Transferee of an Interest shall become a Substitute Limited Partner unless all of the following conditions have been satisfied, within such reasonable time period as the General Partner shall determine:
(a) the Transfer is permitted under Section 7.01;
(b) the Partnership receives a duplicate original of all documents effecting the Transfer from the Transferor to the Transferee;
(c) the General Partner consents to the admission of the Transferee as a Substitute Limited Partner, which consent may be granted or withheld in the General Partner’s sole discretion; and
(d) the Transferee has executed an instrument, in form and substance satisfactory to the General Partner, accepting and agreeing to be bound by all terms and conditions of this Agreement. If a Transferee becomes a Substitute Limited Partner, such Substitute Limited Partner shall succeed to the Capital Account of the Transferor to the extent such Capital Account relates to the transferred Interest (or portion thereof), and shall pay to the Partnership the appropriate portion of any amounts thereafter becoming due in respect of the Capital Commitment committed to be made by the Transferor and shall assume any other obligations to the Partnership of the Transferor. Unless the General Partner agrees otherwise, each Limited Partner agrees that, notwithstanding the Transfer of all or any part of its interest in the Partnership, it will remain liable for its Capital Commitment and for all Capital Contributions required to be made by it (without taking into account the Transfer of all or a part of such interest in the Partnership), in each case prior to the time, if any, when the Transferee of such interest in the Partnership (or portion thereof) is admitted as a Substitute Limited Partner.
