Substitute Partner Clause Samples
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Substitute Partner. A Transferee of the whole or any part of an Interest who satisfies the conditions set forth in Section 9.2 hereof shall have the right to become a Partner in place of the Assigning Partner only if all of the following conditions are satisfied:
(a) the fully executed and acknowledged written instrument of assignment that has been filed with the Partnership sets forth a statement of the intention of the Assigning Partner that the Transferee become a Substitute Partner in its place;
(b) the Transferee executes, adopts and acknowledges this Agreement (as it may be amended) and agrees to assume all the obligations of the Assigning Partner; and
(c) any costs of the Transfer incurred by the Partnership shall have been reimbursed by the Assigning Partner or the Transferee to the Partnership.
Substitute Partner. Subject to Section 8.2(b), no Assignee shall have the right to become a substitute Partner (a “Substitute Partner”) upon Transfer of any Units to it unless all the following conditions are satisfied:
(a) The Partner and the Assignee shall have executed and acknowledged such other instruments and taken such other action as the General Partner shall deem reasonably necessary or desirable to effect such substitution, including, without limitation, appropriate amendment to this Agreement;
(b) The conditions set forth in Section 8.2 shall have been satisfied, and, if requested by the General Partner, the Partner or the Assignee shall have obtained an opinion of counsel reasonably satisfactory to the General Partner (which counsel may be a staff attorney employed by the Partner) as to the legal matters set forth in Section 8.2; and
(c) The Partner or the Assignee shall have paid to the Partnership such amount of money as is sufficient to cover all expenses reasonably incurred by or on behalf of the Partnership in connection with such substitution.
Substitute Partner. 25 9.4 Involuntary Withdrawal by a Partner...........................26 9.5 Right of First Refusal for Sale of Partnership Interests...
Substitute Partner. “Substitute Partner” means a Person to whom an Interest has been assigned and who has been admitted to the Partnership as a General Partner (“Substitute General Partner”) or Limited Partner (“Substitute Limited Partner”) in accordance with this Agreement.
Substitute Partner. Any Person admitted to the Partnership as a ------------------ Partner pursuant to Section 7.3 hereof.
Substitute Partner. No Assignee or transferee of all or part of the Partnership Interest of any Partner shall have the right to become a substitute Partner, unless:
a. His assignee has stated such intention in the instrument of assignment;
b. The assignee has executed an instrument reasonably satisfactory to both the General and Limited Partner accepting and adopting the terms and provisions of this Agreement; and
c. The assign or or assignee has paid any reasonable expense of the Partnership in connection with the admission of the assignee as a Partner.
Substitute Partner. An Assignee who has been admitted to all of the rights of a partner of the Partnership pursuant to Section 11.2 of this Agreement.
Substitute Partner. A transferee of any Partner may become a substituted Limited Partner, as to the Units transferred, in place of the transferor only upon the written consent of the General Partner, which consent may be withheld without reason or cause. The General Partner has the right to become a substituted Limited Partner. Unless a transferee of any Unit becomes a substituted Limited Partner in accordance with the provisions of this Agreement, such transferee will not be entitled to any of the rights granted to a Partner hereunder other than the right to receive all or part of the share of the income, gains, losses, deductions, expenses, credits, distributions, or returns of capital to which its transferor would otherwise be entitled with respect to the transferred interest.
Substitute Partner. An assignee of any Interest pursuant to Section ------------------ 7.2 shall have the right to become a Substitute Partner in place of its assignor only if all of the following conditions are satisfied:
(a) the fully executed and acknowledged written instrument of assignment which has been filed with the Partnership and delivered to each of the other Partners sets forth a statement of the intention of the assignor that the assignee become a Substitute Partner in its place;
(b) the assignee shall have executed and adopted this Agreement;
(c) all reasonable costs of transfer shall have been paid to the Partnership;
(d) each of the other Partners shall have consented to the substitution, which consent may be granted or withheld in its sole discretion; and
(e) the Lenders shall have consented to the substitution, which consent may be granted or withheld in their sole discretion.
Substitute Partner. The term "Substitute Partner" shall mean an Assignee of the Unit(s) who has been admitted as a Partner pursuant to the provisions of this Agreement, in place of his/her assignor. A Substitute Partner, upon his/her admission as such, shall replace and succeed to the rights, privileges and liabilities of the Partner from whom he acquired his/ her Unit(s) to the extent of the Unit(s) so transferred.