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. 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.
(b) Immediately prior to the effectiveness of the admission of a Transferee of Partnership Interests of a Partner as a substitute Partner with respect to such Partnership Interests pursuant to the provisions of this Section 5.2, the General Partner may, in its sole discretion, elect to revalue the assets of the Partnership effective immediately prior to such admission. If the General Partner elects to revalue the assets of the Partnership then the Capital Accounts of all the Partners shall be adjusted as follows: (i) the General Partner shall determine the proceeds which would be realized if the Partnership sold all its assets immediately prior to the effectiveness of such admission, for a price equal to the Fair Market Value of such assets determined as provided for herein, and (ii) the General Partner shall allocate amounts equal to the net gain or net loss which would have been realized upon such a sale to the Capital Accounts of all the Partners immediately prior to the effectiveness of such admission, in accordance with the provisions of Section 4.2(c) or Section 4.2(d), as applicable.
Substitute Partners. An Assignee may not become a substitute Partner unless all of the following conditions are first satisfied:
(a) A duly executed and acknowledged written instrument of assignment shall have been filed with the Partnership, specifying the Partnership Interests being assigned and setting forth the intention of the assignor that the Assignee succeed to the assignor's interest as a substitute Partner;
(b) The Assignee shall be an Accredited Investor;
(c) The assignor and Assignee shall have executed and acknowledged any other instruments that the Managing Partner deems necessary or desirable for substitution, including the written acceptance and adoption by the Assignee of the provisions of this Agreement, and shall have executed, acknowledged, and delivered to the Managing Partner a special power of attorney as provided in Section 16.5(b);
(d) Except in the case of an assignment permitted by Section 8.3, the non assigning Partner shall have consented in writing to the admission of the Assignee as a substitute Partner, the granting of which may be withheld by the nonassigning Partner in its sole and absolute discretion;
(e) The Assignee shall have paid to the Partnership a transfer fee sufficient to cover all reasonable expenses connected with the substitution; and
(f) The assignment to the Assignee shall have complied with the other provisions of this Article 8.
Substitute Partners. 41 8.9 Consent............................................................................................42 8.10
Substitute Partners. Notwithstanding any other provision of this Agreement, a Transferee may be admitted to the Partnership as a substitute Limited Partner of the Partnership (a “Substitute Partner”) only with the consent of the General Partner, which consent shall not be unreasonably withheld. 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 Partnership as a Substitute Partner at the time that the foregoing conditions are satisfied and such Person is listed as a limited partner of the Partnership on Schedule A hereto.
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. (a) Each Substitute Partner shall be bound by all the provisions of this Agreement and, as a condition of giving its consent to any Transfer to be made in accordance with the provisions of this Article 10, the transferring Partner shall procure that the proposed Substitute Partner acknowledges its assumption of the obligations of the transferring Partner in respect of the Partnership Interest (or proportion of such Partnership Interest) proposed to be transferred to the Substitute Partner, by agreeing to be bound by all the provisions of this Agreement and to become a Partner and undertaking to indemnify the Partnership and the General Partner in respect of any legal costs, taxes and expenses associated with such Transfer. The Substitute Partner shall not become a Partner and neither of the Partnership or the General Partner shall incur any liability for allocations and distributions made in good faith to the transferring Partner until the written instrument of transfer and a signed form of adherence to this Agreement as provided by the General Partner has been received by the Partnership and recorded in its books and the effective date of the transfer has passed.
(b) Each Substitute Partner shall meet the Qualification Requirements applicable to its transferor. If only a portion of a Limited Partner’s interest is transferred to a Substitute Partner, the transferor Limited Partner and the Substitute Partner both will be subject to the applicable Qualification Requirements.
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. A Transferee of all or part of an Interest in compliance with the provisions of Section 7.1 shall become a Substitute Partner in place of the Transferor of such Interest only if:
(a) The Transferor has expressly consented thereto in writing;
(b) Such Transferee has executed an instrument (in form and substance reasonably satisfactory to the General Partner) accepting, adopting and agreeing to be bound by the terms and conditions of this Agreement;
(c) The Transferor or Transferee has paid all reasonable expenses of DFS in connection with the admission of the Transferee as a Substitute Partner; and
(d) If so requested by the General Partner, the Transferor or Transferee has delivered to DFS and the other Partners an opinion of counsel reasonably satisfactory to the General Partner that (i) the Transfer will not cause DFS or any Partner to violate any federal or state securities laws or to jeopardize DFS's status as a partnership for federal, state and local income tax purposes and (ii) the terms and conditions of this Agreement constitute valid and binding obligations of the Transferee. Upon satisfaction of all of the foregoing conditions with respect to a particular Transferee, the Partners shall cause this Agreement (and, if necessary, the Certificate) to be duly amended to reflect the admission of the Transferee as a Substitute Partner.
