Common use of Substitute Limited Partners Clause in Contracts

Substitute Limited Partners. No transferee of all or part of a Limited Partner’s Partnership Interest shall become a substitute Limited Partner in place of the transferor unless and until: (a) such Transfer is in compliance with the terms of Section 7.1; (b) the transferee has executed an instrument in form and substance reasonably satisfactory to the General Partner accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate and this Agreement; and (c) the transferee has caused to be paid all reasonable expenses of the Partnership in connection with the admission of the transferee as a substitute Limited Partner. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the General Partner shall cause the books and records of the Partnership to reflect the admission of the transferee as a substitute Limited Partner to the extent of the Transferred Partnership Interest held by such transferee.

Appears in 9 contracts

Samples: Limited Partnership Agreement (Plains Gp Holdings Lp), Limited Partnership Agreement (Plains All American Pipeline Lp), Limited Partnership Agreement (Plains Gp Holdings Lp)

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Substitute Limited Partners. No transferee of all or part of a Limited Partner’s Partnership Interest shall become a substitute Limited Partner in place of the transferor unless and until: (a) such Transfer is in compliance with the terms of Section 7.1; (b) the transferee has executed an instrument in form and substance reasonably satisfactory to the General Partner accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate and this Agreement; and (c) the transferee has caused to be paid all reasonable expenses of the Partnership in connection with the admission of the transferee as a substitute Limited Partner. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the General Partner shall cause the books and records of the Partnership to reflect the admission of the transferee as a substitute Limited Partner to the extent of the Transferred Partnership Interest held by such transferee. Notwithstanding the foregoing, the admission of the General Partner as a Limited Partner in connection with the transactions contemplated by the Simplification Agreement is hereby confirmed.

Appears in 3 contracts

Samples: Limited Partnership Agreement, Limited Partnership Agreement (Plains Gp Holdings Lp), Simplification Agreement (Plains All American Pipeline Lp)

Substitute Limited Partners. No transferee of all or part of a Limited Partner’s 's Partnership Interest shall become a substitute Limited Partner in place of the transferor unless and until: (a) such Transfer is in compliance with the terms of Section 7.1; (b) the transferee has executed an instrument in form and substance reasonably satisfactory to the General Partner accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate and this Agreement; and (c) the transferee has caused to be paid all reasonable expenses of the Partnership in connection with the admission of the transferee as a substitute Limited Partner. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the General Partner shall cause the books and records of the Partnership to reflect the admission of the transferee as a substitute Limited Partner to the extent of the Transferred Partnership Interest held by such transferee.

Appears in 1 contract

Samples: Limited Partnership Agreement (Plains Resources Inc)

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Substitute Limited Partners. No transferee of all or part of a Limited Partner’s 's Partnership Interest shall become a substitute Limited Partner in place of the transferor unless and until: (a) such Transfer is in compliance with the terms of Section 7.1;; ----------- (b) the transferee has executed an instrument in form and substance reasonably satisfactory to the General Partner accepting and adopting, and agreeing to be bound by, the terms and provisions of the Certificate and this Agreement; and (c) the transferee has caused to be paid all reasonable expenses of the Partnership in connection with the admission of the transferee as a substitute Limited Partner. Upon satisfaction of all the foregoing conditions with respect to a particular transferee, the General Partner shall cause the books and records of the Partnership to reflect the admission of the transferee as a substitute Limited Partner to the extent of the Transferred Partnership Interest held by such transferee.

Appears in 1 contract

Samples: Limited Partnership Agreement (Plains All American Pipeline Lp)

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