Substituted Limited Partners Clause Samples

Substituted Limited Partners. 51 Section 11.5 Assignees .............................................................. 52 Section 11.6

Substituted Limited Partners. No Person taking or acquiring, by whatever means, the interest of any Partner in the Partnership shall be admitted as a Substituted Limited Partner in the Partnership (a “Substituted Limited Partner”) without the written consent of the General Partner, which consent may be withheld or granted in the sole and absolute discretion of the General Partner.

Substituted Limited Partners. (a) (i) No Limited Partner shall have the right to substitute a Permitted Transferee for a Limited Partner in its place.

Substituted Limited Partners. A. A transferee of the interest of a Limited Partner pursuant to a Transfer consented to by the General Partner pursuant to Section 11.3.A may be admitted as a Substituted Limited Partner only with the consent of the General Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner, to effect such Assignee’s admission as a Substituted Limited Partner. B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article XI shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address and number of Partnership Units of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and number of Partnership Units of the predecessor of such Substituted Limited Partner.

Substituted Limited Partners. (a) Consent of the General Partner. No Limited Partner shall have the right to substitute a Permitted Transferee in such Limited Partner’s place. The General Partner shall, however, have the right to consent to the admission of a Permitted Transferee of the Partnership Interest of a Limited Partner pursuant to this Section 11.4 as a Substitute Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit such transferee to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

Substituted Limited Partners. A. No Limited Partner shall have the right to substitute a transferee as a Limited Partner in his place. The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner. B. A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement. C. Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

Substituted Limited Partners. 46 11.5 Assignees........................................................ 46 11.6

Substituted Limited Partners. A. The consent of the General Partner shall be required before the assignee of any Limited Partner Interest shall be admitted as a Substituted Limited Partner, which consent may be withheld in the sole and absolute discretion of the General Partner. B. No person shall have the right to become a Substituted Limited Partner in place of his assignor unless all of the following conditions are first satisfied: (1) a duly executed and acknowledged written instrument of assignment complying with Section 8.1 shall have been filed with the Limited Partnership and recorded on its books, which instrument shall specify the Limited Partner Interests being assigned and set forth the intention of the assignor that the assignee succeed to the assignor's interest as a Substituted Limited Partner in his place; (2) the transferor and his assignee shall have executed and acknowledged such other instruments as the General Partner may deem necessary or desirable to effect such substitution, including the written acceptance and adoption by the assignee of the provisions of this Agreement, as the same may be amended, and his execution, acknowledgment and delivery to the General Partner of a special power of attorney, the form and content of which are reasonably satisfactory to the General Partner; and (3) a transfer fee sufficient to cover all reasonable expenses connected with such substitution (not to exceed $50) shall have been paid to the Limited Partnership. C. By executing or adopting this Agreement, each Limited Partner and Substituted Limited Partner and, by the purchase of a Depositary Unit, each Unit Holder hereby consents to the admission of Substituted Limited Partners by the General Partner in accordance with the foregoing.

Substituted Limited Partners. (a) Notwithstanding anything to the contrary contained in this Agreement, no Limited Partner shall have the right to substitute a purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient of all or any fraction of such Limited Partner's Interest as a Limited Partner, in its place. Any such purchaser, assignee, transferee, donee, heir, legatee, distributee or other recipient of an Interest (whether pursuant to a voluntary or involuntary Transfer) shall be admitted to the Partnership as a Substituted Limited Partner only (i) with the consent of the General Partner, which consent may be given or withheld in its sole discretion provided that such consent may not be unreasonably withheld in connection with Transfers (made in accordance with Section 9.1), (ii) by satisfying the requirements of Sections 9.1 and 9.2 and (iii) upon an amendment by the General Partner to Schedule A of this Agreement and the Partnership's Certificate, if required, recorded in the proper records of each jurisdiction in which such recordation is necessary to qualify the Partnership to conduct business or to preserve the limited liability of the Limited Partners all of which acts under this clause (ii) shall be done promptly. (b) Each Substituted Limited Partner, as a condition to its admission as a Limited Partner shall execute and acknowledge such instruments, in form and substance satisfactory to the General Partner, as the General Partner reasonably deems necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner to be bound by all the terms and provisions of this Agreement with respect to the Interest acquired. All reasonable expenses, including attorneys' fees not paid by the assignor Partner pursuant to Section 9.1(d) that are incurred by the Partnership in this connection, shall be borne by such Substituted Limited Partner. The General Partner may, in its sole discretion, withhold from distributions to such Substituted Limited Partner such amounts (c) Prior to an assignee's admission to the Partnership as a Substituted Limited Partner pursuant to this Section 9.3 such assignee shall nevertheless be entitled to all of the rights of an assignee of a limited partnership interest under the Israeli Partnership Ordinance (and any successor provision).