Substitute Partners. A Transferee shall become a Substitute Partner only if and when each of the following conditions are satisfied: (i) the General Partner consents to such admission and (ii) the Transferee (A) provides such information concerning the Transferee’s financial capacities and investment experience as may be reasonably requested by the General Partner, (B) agrees to become a party to this Agreement as a Partner, and (C) executes a joinder in the form attached as Exhibit B hereto acknowledging that such Transferee agrees to be bound by the terms hereof, together with such other written instruments of Transfer in a form reasonably satisfactory to the General Partner. Upon admission of any Substitute Partner, the Transferor shall (x) cease to be a Partner with respect to the portion of the Interest so Transferred to the extent such obligations are Transferred and assumed, (y) be released from any obligations arising after the date of such Transfer with respect to the portion of the Interest so Transferred, and (z) Exhibit A shall be amended to reflect the name and address of such Substitute Partner and to eliminate, if necessary, the name and address of the predecessor of such Substitute Partner and to reflect the Interest of such Substitute Partner and to eliminate or adjust, if necessary, the Interest of the predecessor of such Substitute Partner. Notwithstanding the foregoing, any Person that purchases any Interest pursuant to and in accordance with Sections 6.02, 6.03, or 6.06 shall be deemed Substitute Partners without regard to the foregoing.
Substitute Partners. An Assignee may not become a substitute Partner unless all of the following conditions are first satisfied:
Substitute Partners. Any Person that acquires any Partnership Interest that is not already a Partner shall not have the right to participate in the management of the business and affairs of the Partnership, to vote such Partnership Interest, or to become a Partner of the Partnership unless the Partners of the Partnership unanimously consent to such Person becoming a Partner of the Partnership. If such Person is not admitted as a Partner of the Partnership, such Person only is entitled to receive the share of profits, distributions, and allocations of income, gain, loss, deduction, credit, or similar item to which the Person would be entitled if such Person were a Partner of the Partnership.
Substitute Partners. (a) No Transferee of Partnership Interests of a Partner shall become a Partner except in accordance with this Section 5.2. The General Partner may admit, in its sole discretion as a substitute Partner (with respect to all or a portion of the Partnership Interests held by a Person), any Person that acquires Partnership Interests by Transfer from another Partner pursuant to Section 5.1. The admission of a Transferee as a substitute Partner shall, in all events, be conditioned upon the execution of an instrument satisfactory to the General Partner whereby such Transferee becomes a party to this Agreement as a Partner.
Substitute Partners. 41 8.9 Consent............................................................................................42 8.10
Substitute Partners. Except as expressly permitted under Section 7.2 (Restrictions on Transfer)., a prospective Transferee (other than an existing Partner) of a Partnership Interest may be admitted as a Partner with respect to such Partnership Interest (a “Substituted Partner”) only (i) on the unanimous Consent of the other Partners in favor of the prospective Transferee's admission as a Partner, and (ii) on such prospective Transferee's executing a counterpart of this Agreement as a party hereto. Any prospective transferee of a Partnership Interest shall be deemed an Assignee, and, therefore, the owner of only a Partnership Interest until such prospective transferee has been admitted as a Substituted Partner. Any person admitted to the Partnership as a Substituted Partner shall be subject to all provisions of this Agreement.
Substitute Partners. Any transferee of all or part of the interest of a Partner in the Partnership shall be admitted as a substitute Partner of the Partnership only if the transferee has:
Substitute Partners. Notwithstanding any other provision of this Agreement, a Transferee may be admitted to the Fund as a substitute Limited Partner of the Fund (a “Substitute Partner”) only with the consent of the General Partner. Unless the General Partner, the Transferor and the Transferee otherwise agree, in the event of the admission of a Transferee as a Substitute Partner, all references herein to the Transferor shall be deemed to apply to such Substitute Partner, and such Substitute Partner shall succeed to all of the rights and obligations of the Transferor hereunder. A Person shall be deemed admitted to the Fund as a Substitute Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Fund on Schedule A hereto.
Substitute Partners. A transferee of any Partner's interest may become a "Substitute Partner" (Limited or General, as the case may be) in place of his transferor if, in addition to satisfying all of the applicable requirements set forth herein, the transferor and any transferee shall have executed, acknowledged and delivered to the Managing General Partner such instruments of transfer, assignment and agreement to be bound by the terms of this Partnership as are satisfactory to the General Partners.
Substitute Partners. Except in the case of assignees pursuant to the provisions of SECTIONS 8.2, 8.3, AND 8.4, an assignee of an Interest shall not become a substitute Partner without -66- the written consent of Shell GP and Tejas GP, which consents may be arbitrarily withheld in the sole discretion of such Partners. Each assignee shall execute an instrument in form and substance satisfactory to Shell GP and Tejas GP agreeing to be bound by this ARTICLE VIII and any other appropriate provisions of this Agreement. Any assignee who is not admitted to the Partnership shall have only the rights to receive distributions and allocations.
