Common use of Substitute Partners and Additional Partners Clause in Contracts

Substitute Partners and Additional Partners. No Transferee of any Units or Person to whom any Units are issued pursuant to this Agreement shall be admitted as a Partner hereunder or acquire any rights hereunder, including the right to receive distributions and allocations in respect of the Transferred or issued Units, as applicable, unless (i) such Units are Transferred or issued in compliance with the provisions of this Agreement (including Article 8) and (ii) such Transferee or recipient shall have executed and delivered to the Partnership such instruments as the General Partner deems necessary or desirable, in its reasonable discretion, to effectuate the admission of such Transferee or recipient as a Partner and to confirm the agreement of such Transferee or recipient to be bound by all the terms and provisions of this Agreement. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee or recipient shall be deemed admitted to the Partnership as a Partner. A Substitute Partner shall enjoy the same rights, and be subject to the same obligations, as the Transferor; provided that such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so Transferred. As promptly as practicable after the admission of any Person as a Partner, the books and records of the Partnership shall be changed to reflect such admission of a Substitute Partner or Additional Partner. In the event of any admission of a Substitute Partner or Additional Partner pursuant to this Section 3.02, this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including the Partner Schedule) in connection therewith shall only require execution by the Partnership and such Substitute Partner or Additional Partner, as applicable, to be effective.

Substitute Partners and Additional Partners. (a) No Transferee of any Units an Interest or Person to whom any Units are an Interest is issued after the Effective Time pursuant to this Agreement shall be admitted as a Partner hereunder or acquire any rights hereunder, including any voting rights or the right to receive distributions and allocations in respect of the Transferred or issued UnitsInterest, as applicable, unless (i) such Units are Interest is Transferred or issued in compliance with the provisions of this Agreement (including Article 8) and (ii) such Transferee or recipient shall have executed and delivered to the Partnership such customary instruments as the General Partner deems necessary or desirable, in its reasonable discretionmay reasonably require, to effectuate the admission of such Transferee or recipient as a Partner and to confirm the agreement of such Transferee or recipient to be bound by all the terms and provisions of this AgreementAgreement (including Section 10.03). Upon complying with the immediately preceding sentenceclauses (i) and (ii) above, without the need for any further action of any Person, a Transferee or recipient shall be deemed admitted to the Partnership as a Partner. A Substitute Partner shall enjoy the same rights, and be subject to the same obligations, as the Transferor; provided that that, unless expressly provided otherwise herein, such Transferor shall not be relieved of any obligation or liability hereunder arising prior to the consummation of such Transfer but shall be relieved of all future obligations with respect to the Units so TransferredTransfer. As promptly as practicable after the admission of any Person as a Partner, the books and records of the Partnership shall be changed to reflect such admission of a Substitute Partner or Additional Partneradmission. In the event of any admission of a Substitute Partner or Additional Partner pursuant to this Section 3.023.03(a), this Agreement shall be deemed amended to reflect such admission, and any formal amendment of this Agreement (including the Partner ScheduleSchedules A and B hereto) in connection therewith shall only require execution by the Partnership General Partner and such Substitute Partner or Additional Partner, as applicable, to be effective. (b) If a Partner shall Transfer all (but not less than all) its Interests, the Partner shall thereupon cease to be a Partner of the Partnership; provided, however, that any such Partner shall not cease to be a Partner until a Transferee of such Partner's Interests is admitted to the Partnership as a Substitute Partner pursuant to Section 3.03(a).

Substitute Partners and Additional Partners. (a) No Transferee of any Units or Person to whom any Units are issued pursuant to in accordance with this Agreement shall be admitted as a Partner hereunder under this Agreement or acquire any rights hereunderunder this Agreement, including any voting rights or the right to receive distributions and allocations in respect of the Transferred or issued Units, as applicable, unless (i) such Units are Transferred or issued in compliance with the provisions of this Agreement (including Article 8) and ‎Article 8), (ii) such Transferee or recipient shall have executed and delivered to the Partnership such instruments as the General Partner deems necessary or desirable, in its reasonable sole and absolute discretion, to effectuate the admission of such Transferee or recipient as a Partner and to confirm the agreement of such Transferee or recipient to be bound by all the terms and provisions of this Agreement, (iii) the General Partner shall have received the opinion of counsel, if any, required by ‎Section 3.02(b) in connection with such Transfer or issuance and (iv) all necessary instruments reflecting such Transfer and/or issuance shall have been filed in each jurisdiction in which such filling is necessary under Applicable Law in order to qualify the Partnership to continue to conduct the Business or to preserve the limited liability of the Partners. Upon complying with the immediately preceding sentence, without the need for any further action of any Person, a Transferee or recipient of Units shall be deemed admitted to the Partnership as a Partner. A Substitute Partner shall enjoy the same rights, and be subject to the same obligations, as the applicable Transferor; provided that such Transferor shall not be relieved of any obligation or liability hereunder under this Agreement arising prior to the consummation of such a Transfer of Units but shall be relieved of all future obligations with respect to the Units so TransferredTransferred arising after consummation of such Transfer. As promptly as practicable after the admission of any Person as a Partner, the books and records of the Partnership Partnership, including the Partner Schedule, shall be changed to reflect such admission of a Substitute Partner or Additional Partner. In the event of any admission of a Substitute Partner or Additional Partner pursuant to this Section 3.02‎Section 3.02(a), this Agreement shall be deemed to be amended to reflect such admission, and any formal amendment of this Agreement (including the Partner Schedule) in connection therewith shall only require execution by the Partnership Partnership, the General Partner and such Substitute Partner or Additional Partner, as applicable, to be effective. (b) As a further condition to any Transfer of all or any part of a Partner’s Units, the General Partner may, in its sole and absolute discretion, require a written opinion of counsel to the transferring Partner reasonably satisfactory to the General Partner, obtained at the sole expense of the transferring Partner, reasonably satisfactory in form and substance to the General Partner, as to such matters as are customary and appropriate in transactions of such type, including, without limitation (or, in the case of any Transfer made to a Permitted Transferee, limited to an opinion) to the effect that such Transfer will not result in a violation of the registration or other requirements of the Securities Act or any other federal or state securities laws. No such opinion, however, shall be required in connection with a Transfer made pursuant to ‎Article 10. (c) If a Partner shall Transfer all (but not less than all) of its Units and other Equity Securities of the Partnership (if any), the Partner shall thereupon cease to be a Partner of the Partnership. (d) All reasonable costs and expenses incurred by the General Partner and the Partnership in connection with any Transfer of a Partner’s Units, including any filing and recording costs and the reasonable fees and disbursements of counsel for the Partnership, shall be paid by the transferring Partner. In addition, the transferring Partner shall indemnify the General Partner and the Partnership against any losses, claims, damages or liabilities to which the General Partner, the Partnership or any of their Affiliates may become subject arising out of or based upon any representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Partner or such transferee in connection with such Transfer. (e) In connection with any Transfer of any portion of a Partner’s Units pursuant to ‎Article 10, the General Partner shall cause the Partnership to take any action as may be required under ‎Article 10 or requested by the Transferring Partner thereto to effect such Transfer promptly.