Substituted Partner. An assignee or transferee (other than an existing Partner) of the interest of a Partner may be admitted as a substitute partner ("Substituted Partner") only with the approval of the General Partner. Unless the assignee is already a General Partner, any assignee of a Partnership interest to whose admission such consent is given shall become and shall have only the rights and duties of a Limited Partner and the assigned Partnership interest shall thereafter be a Limited Partner's interest. Upon the receipt by the General Partner of an appropriate supplement to this Agreement pursuant to which such Substituted Partner agrees to be bound by all the terms and provisions of this Agreement, the General Partner shall reflect the admission of a Substituted Partner and the withdrawal of the transferring Partner, if appropriate, by preparing a supplemental exhibit, dated as of the date of such admission and withdrawal, and by filing it with the records of the Partnership. Any Substituted Partner shall, if required by the General Partner, prior to such admission, also execute any other documents requested by the General Partner, including, without limitation, an irrevocable power of attorney in form satisfactory to the General Partner appointing the General Partner as such person's attorney-in-fact with full power to execute, swear to, acknowledge, and file all certificates and other instruments necessary to carry out the provisions of this Agreement, including, without limitation, such undertakings as the General Partner may require for the payment of all fees and costs necessary to effect any such transfer and admission. The transferor and transferee of the transferred interest shall be responsible for the costs associated with the transfer of the interest, including, without limitation, reasonable attorney's fees. Upon admission, such Substituted Partner shall be subject to all provisions of this Agreement in the place and stead of his assignor as if the Substituted Partner originally was a party to this Agreement.
Substituted Partner. Each LP Seller in its capacity as a Limited Partner of the Partnership hereby (a) confirms and acknowledges its intention that the Purchaser or its assignees be admitted to the Partnership as a substituted Limited Partner of the Partnership, (b) gives its consent to the sale and transfer of the Interests to Purchaser and such admission, and (c) waives any right of first refusal it may have under the Partnership Agreement or otherwise to acquire any of the Interests being sold and transferred hereunder. Each LP Seller acknowledges and agrees that it will cease to be a partner of the Partnership as of the Closing. The Purchaser and its assignees agree that so long as any of them is a partner of the Partnership, such partner shall be bound by all of the terms and provisions of the Partnership Agreement as it shall be amended from time to time to the same extent and in the same manner as if the Purchaser or its assignees had been an original party to the Partnership Agreement in place of each LP Seller.
Substituted Partner. A Transferee shall become a Substituted Partner of the Partnership in the event a SuperMajority in Interest of the Partners consent in writing to the Transferee becoming a Substituted Partner or if the Transferor and Transferee have complied with all of the requirements of this Article VII and:
(a) The Transferor states its intention in writing to have the Transferee become a Substituted Partner as concerns the portion of its Partnership Interest to be Transferred;
(b) The Transferee agrees to pay any filing fees, reasonable counsel fees, and other reasonable expenses of the Partnership in connection with its becoming a Substituted Partner;
(c) The Transferee agrees in writing to be bound by all of the terms and provisions of the Agreement and any other document or instrument executed by or otherwise binding upon the Partners as if an original party to the Agreement or other such document or instrument and to assume all the duties, liabilities and obligations of the Transferor in respect of such Partnership Interest, provided, that, the Transferor shall not be released from any liabilities of or to the Partnership arising prior to the date of the Transfer; and
(d) The Transferee executes a statement satisfactory to the Project Leader that it is acquiring such Partnership Interest for its own account for investment and not with a view to the distribution or resale thereof.
Substituted Partner. 32 7.5 Recognition of Transferee as Partner...........................................................32 7.6 Binding Effect.................................................................................33 7.7 Permitted Transfers of Partnership Interests...................................................33 7.8 Succession to Capital Account..................................................................33
Substituted Partner. A valid transfer in accordance with this Article 6 shall vest rights to distributions from the Partnership as provided in this Agreement, but no transferee shall become a new Partner unless and until:
(1) All Partners shall have approved the admission of the transferee as a Partner;
(2) The transferee shall have executed this Agreement and any other documents reasonably required by the Partnership; and
(3) The transferee shall have reimbursed the Partnership for all expenses incurred in making the substitution, including legal fees and other expenses of preparing and filing an amended Certificate.
Substituted Partner. (a) Except as otherwise provided in this Article VII, no Partner shall have the right to substitute in its place a purchaser, Assignee, transferee, donee, heir, legatee or other recipient of all or any portion of the Partnership Interest of such Partner. Any other such purchaser, Assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Partnership as a substituted Partner only with the consent of the General Partner.
(b) No Person shall become a substituted Partner until such Person has satisfied the requirements of this Article and until that time shall have no right to vote on, consent to or approve any matter or decision with respect to the Partnership; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing Distributable Cash Flow, a Person shall be treated as. having become, and as appearing in the records of the Partnership as a Partner on such date as the sale, assignment or transfer to such person was recognized by the Partnership pursuant to Section 7.2.
Substituted Partner. Each Person to whom any Unit is Transferred in accordance with the provisions of this Article IX shall agree in writing to be bound by the provisions of this Agreement as a holder of such Units by execution of a joinder agreement in the form provided by the General Partner. Upon compliance with this Section 9.6 (or waiver thereof by the General Partner) and entry into such joinder, such Person shall become a Substituted Partner entitled to all the rights of a Partner with respect to such Unit, and the Schedule of Partners attached hereto shall be amended to reflect the name, address and Units of such Substituted Partner and to eliminate the name and address of and other information relating to the Transferee with regard to the Transferred Units.
Substituted Partner. No transferee of a Partnership Interest shall become a Substituted Partner within meaning of the Act unless:
(a) The General gives prior express written consent; and
(b) The transferee elects writing to become a Substituted Partner and executes and acknowledges such other instruments as the General Partner deems necessary or advisable (or, the case of a Transfer by the General Partner of its General Partner Partnership Interest, such instruments as the Majority in Interest of non-transferring Partners deem necessary or advisable) to effect admission of such person as a Substituted Partner, including without limitation, written acceptance and adoption by such person of all of the provisions of this Agreement. [See: DRULPA ¤ 704; ¤ 12.03[19] supra.]
Substituted Partner. No assignee of a Partner (other than a Partner at the time of such transferee) may be admitted as a substituted Partner except with the consent of the non-transferring Partners, which consent may be withheld for any reason.
Substituted Partner. (a) An assignee of any Units or other interests in the Company of a Partner, or any portion thereof, shall become a substituted Partner entitled to all the rights of a Partner if and only if the assignor gives the assignee such right.
(b) Upon the admission of a substituted Partner, Schedule A attached hereto shall be amended to reflect the name, address and Units and other interests in the Company of such substituted Partner and to eliminate the name and address of and other information relating to the assigning Partner with regard to the assigned Units and other interests in the Company.
