Common use of Substitute Partners Clause in Contracts

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. A Transferee shall become a Substitute Partner only if and when each of (a) Subject to Section 4.2, the following conditions are satisfied: (i) Partners agree that the General Partner consents shall be empowered to such admission and execute an appropriate amendment to this Agreement to admit the transferee as a substitute or additional general partner (ii) in the Transferee (A) provides such information concerning the Transferee’s financial capacities and investment experience as may be reasonably requested case of a transfer by the General Partner, ) or a substitute or additional limited 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 case of a transfer by a Limited Partner), which amendment shall also be executed by the transferee who shall agree to be bound by the terms hereofof this Agreement, together as so amended, and to the extent of the Partnership interests transferred to it, to perform the obligations of the transferor hereunder. The Partners further agree that such amendment will become effective without further action or consent by the Limited Partners upon, but that no transfer of any Partner’s interest shall become effective notwithstanding any other term or provision of this Agreement unless and until, the execution of such Amendment. (b) In connection with any transfer of the interests of the General Partner pursuant to the terms of this Agreement, the General Partner shall, as a condition of such other written instruments of Transfer in a form reasonably satisfactory to transfer (unless waived by the General Partner. Upon admission of any Substitute Partner) and pursuant to a written agreement, (i) be indemnified by the Transferor shall (x) cease to be a Partner with respect to Partnership and the portion transferee partner against all liabilities of the Interest so Transferred Partnership arising subsequent 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 Transferredtransfer, and (zii) Exhibit A be expressly granted the continued benefit of Sections 4.4(b) and 4.5 of this Agreement (which shall not 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 later modified as to the foregoingwithdrawing General Partner without such withdrawing General Partner’s express written consent) notwithstanding such General Partner’s withdrawal from the Partnership.