Common use of Substitute Limited Partner Clause in Contracts

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. No assignee In the event that the Partnership does not exercise its option to purchase the interest of the whole deceased, bankrupt, dissolved or any part disabled Limited Partner in accordance with the provisions thereof, the executor, administrator, trustee, or other legal representative of the deceased, bankrupt, dissolved or disabled Limited Partner shall succeed to the rights of such Limited Partner, subject to the provisions of this Agreement. If the Partnership Interest of a deceased Limited Partner Interest shall pass by bequest or distribution, any individual or individuals to whom the interest of a deceased Limited Partner shall have passed shall be substituted admitted to the Partnership as a Substitute Limited Partner without to the prior written consent extent of the Limited Partnership Interest which shall have passed to him or them, upon compliance with the provisions herein. A trustee or other legal representative for a bankrupt, dissolved or disabled Limited Partner may apply for admission to the Partnership as Substitute Limited Partner to the extent of the Limited Partner and may, by approval of the General Partner, in its sole discretion, be so admitted, upon compliance with the granting provisions herein. 9.7.1 If a successor in interest to a bankrupt or denying disabled Limited Partner is not admitted as a Substitute Limited Partner pursuant to the provisions herein, such successor in interest shall 9. 7.1.1 Forfeit any rights to vote on the affairs of which consent shall be the Limited Partnership, and 9. 7.1.2 Have the capital account of such shares of the Limited Partnership reduced by the cost and expenses incurred in the General Partner's absolute discretion. transfer of the Limited Partnership Interest. 9.7.2 As a condition to the approval or consent of the General Partner to the admission of an assignee of a Limited Partner as a any Substitute Limited Partner, such person so to be admitted shall execute and acknowledge such instruments, including the General Partner: (a) shall require such assignee Power of Attorney referred 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 counselparagraph 7.1 hereof, 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 1940Partner, 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 deem necessary or desirable to effect such admission and to confirm the Agreement of the person being admitted as such Limited Partner to be bound by all the covenants, terms, and conditions of this Agreement as the same may have been amended. Such person so to be admitted as a Substitute Limited Partner shall also pay all reasonable expenses in connection with the Substitute Limited Partner's admission as a Substitute Limited Partner, including but not limited to, the cost of the preparation and filing of any Amendment of the Certificate of Limited Partnership which the General Partner may deem necessary or desirable in connection with the admission of such assignee person as a Substitute Limited Partner; and (v) pay such reasonable expenses as the Partnership may incur in connection with such substitution.

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) 8.3.1 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) 8.3.2 may require such assignee to: (ia) 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; (iib) 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 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; (iiic) 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; (ivd) 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 (ve) pay such reasonable expenses as the Partnership may incur in connection with such substitution.