Common use of Substituted Non-Managing General Partners Clause in Contracts

Substituted Non-Managing General Partners. (a) No Non-Managing General Partner shall have the right to substitute a transferee as a Non-Managing General Partner in his place. The Managing General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Non-Managing General Partner pursuant to this Section 8.4 as a Substituted Non-Managing General Partner, which consent may be given or withheld by the Managing General Partner in its sole and absolute discretion. The Managing General Partner's failure or refusal to permit a transferee of any such interests to become a Substituted Non-Managing General 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 Non-Managing General Partner in accordance with this Article 8 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Non-Managing General Partner under this Agreement. (c) Upon the admission of a Substituted Non-Managing General Partner, the Managing General Partner shall amend Schedule A to reflect the name, ---------- address, and Percentage Interest of such Substituted Non-Managing General Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Non-Managing General Partner.

Substituted Non-Managing General Partners. (a) No Non-Managing General Partner shall have the right to substitute a transferee as a Non-Managing General Partner in his place. The Managing General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Non-Managing General Partner pursuant to this Section 8.4 as a Substituted Non-Managing General Partner, which consent may be given or withheld by the Managing General Partner in its sole and absolute discretion. The Managing General Partner's failure or refusal to permit a transferee of any such interests to become a Substituted Non-Non- Managing General 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 Non-Managing General Partner in accordance with this Article 8 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Non-Managing General Partner under this Agreement. (c) Upon the admission of a Substituted Non-Managing General Partner, the Managing General Partner shall amend Schedule A to reflect the name, ---------- address, and Percentage Interest of such Substituted Non-Managing General Partner and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Non-Managing General Partner.