Substituted Partners Clause Samples
The Substituted Partners clause defines the process by which a new partner may be admitted to a partnership in place of an existing partner who is withdrawing or transferring their interest. Typically, this clause outlines the conditions under which substitution is permitted, such as requiring the consent of remaining partners or compliance with certain legal or financial requirements. Its core function is to ensure a smooth transition of partnership interests, maintaining continuity of the partnership while protecting the rights and interests of both existing and incoming partners.
Substituted Partners. Except as otherwise explicitly provided for in Section 6.1(b) and Section 6.2(b), a transferee of any general or limited partnership interest in the Partnership may become a substituted General Partner or Limited Partner (as the case may be) in place of the transferor only upon the written consent of the General Partner. The General Partner or its Affiliates shall have the right to be a Limited Partner or to become a substituted Limited Partner. Unless a transferee of any Partnership interest of a Partner becomes a substituted General Partner or substituted Limited Partner in accordance with the provisions of this Agreement, such transferee shall not be entitled to any of the rights granted to a Partner hereunder other than the right to receive all or part of the share of the income, gains, losses, deductions, expenses, credits, distributions, or returns of capital to which his or its transferor would otherwise be entitled with respect to the Partnership interest so transferred.
Substituted Partners. (a) 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 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 each of the Partners, which consent may be granted or withheld by any Partner in it sole discretion.
(b) No person shall become a substituted Partner until such person has satisfied the requirements of this Article 6; provided, however, that for the purpose of allocating Profits, Losses and other items and distributing cash available for distribution, a person shall be treated as having become, and as appearing in the records of the Partnership as, a Partner, as the case may be, on such date as the sale, assignment or transfer to such person was recognized by the Partnership pursuant to Section 6.3.
Substituted Partners. Unless otherwise provided in this Agreement, an assignee of a Partner may become a substituted partner only with the consent of the General Partner and compliance with any other requirements of the Act (other than any that require a different consent of Partners).
Substituted Partners. No assignee of the whole or any portion of a Limited Partner's interest in the Partnership shall have the right to become a substituted Limited Partner in place of his or her assignor, unless (i) such assignor shall designate such intention in the instrument of assignment; (ii) the assignment instrument shall be in form and substance satisfactory to the General Partners; (iii) the assignor and assignee named therein shall execute and acknowledge such other instrument or instruments as the General Partners may deem necessary or desirable to effectuate such admission, including but not limited to a power of attorney with provisions more fully described in this Agreement; (iv) the assignee shall accept; adopt and approve in writing of all of the terms and provisions of this Agreement, as the same may have been amended; and (v) the written consent of the General Partners to the substitution (which consent shall be given unless in the written opinion of the Partnership's tax counsel such consent should be withheld to preserve the tax status of the Partnership) if the substituted Limited Partner is not the transferring Limited Partner's spouse, ancestor, lineal descendent or trust for the benefit of such person(s).
Substituted Partners. (a) Partners who assign all their Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be Partners of the Partnership except that unless and until a Substituted Partner is admitted in its stead, the assigning Partner shall not cease to be a Partner of the Partnership under the Act and shall retain the rights and powers of a member under the Act and hereunder, PROVIDED that such assigning Partner may, prior to the admission of a Substituted Partner, assign its economic interest in its Interest, to the extent otherwise permitted under Article 9. Any Person who is an assignee of any portion of the Interest of a Partner and who has satisfied the requirements of Article 9 shall become a Substituted Partner only when (i) the Administering General Partner has entered such assignee as a Partner on the books and records of the Partnership, which the Administering General Partner is hereby directed to do upon satisfaction of such requirements, and (ii) such assignee shall have paid all reasonable legal fees and filing costs in connection with the substitution as a Partner except as otherwise provided in Section 9.1(a).
(b) Any Person who is an assignee of any of the Interest of a Partner but who does not become a Substituted Partner and desires to make a further assignment of any such Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Partner desiring to make an assignment of its Interest.
Substituted Partners. No assignee of the whole or any portion of a -------------------- Partner's Interest in the Partnership shall have the right to become a substituted Partner in the place of his assignor unless all of the following conditions are satisfied:
(a) The fully executed and acknowledged written instrument of assignment that has been filed with the Partnership sets forth the intention of the assignor that the assignee become a substituted Partner in his place;
(b) The assignor and assignee execute and acknowledge such other instruments as the Management Committee may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement, the form and content of which shall be provided by the Management Committee;
(c) Any transfer fee and legal expenses, if any, referred to in paragraph (a) above required to be paid shall have been paid;
(d) The transfer shall not be in violation of any applicable federal or state securities laws, including the Securities Act of 1933, as amended, it being understood and agreed that the Management Committee may require as a condition of such transfer that the Partnership be furnished with an appropriate opinion of counsel to the foregoing effect, which counsel and opinion shall be satisfactory to the Management Committee; and
(e) The Management Committee has consented to the assignment (which consent may be granted or withheld at the sole discretion of the Management Committee).
Substituted Partners. As of the effectiveness of any transfer of an Interest permitted under this Agreement, (i) any transferee acquiring the Interest of a Partner shall be deemed admitted as a substituted Partner with respect to the Interest transferred, and (ii) such substituted Partner shall be entitled to the rights and powers and subject to the restrictions and liabilities of the transferring Partner with respect to the Interest so acquired. No purported transfer of an Interest in violation of the terms of this Agreement (including any transfer occurring by operation of Law) shall vest the purported transferee with any rights, powers or privileges hereunder, and no such purported transferee shall be deemed a Partner hereunder for any purposes or have any right to vote or consent with respect to Partnership matters, to inspect Partnership records, to maintain derivative proceedings, to maintain any action for an accounting or to exercise any other rights of a Partner hereunder or under the Delaware Act.
Substituted Partners. The General Partner is authorized to execute appropriate instruments evidencing the admission of a Transferee of an Interest which is admitted as a Limited Partner.
Substituted Partners. Any transferee acquiring the Interest of a Partner as permitted under Article XVI shall be deemed admitted as a substituted Partner with respect to the Interest transferred concurrently with the effectiveness of such transfer (provided that such transferee, unless already a Partner, shall, as a condition to such admission, execute a counterpart of this Agreement, agreeing thereby to be bound by all of the terms and conditions hereof), and such substituted Partner shall be entitled to all of the rights and benefits under this Agreement of the transferor of such Interest. No purported transfer of any Interest, or any portion thereof or interest therein, in violation of the terms of this Agreement (including any transfer occurring by operation of law) shall vest the purported transferee with any rights, powers, or privileges hereunder, and no such purported transferee shall be deemed for any purposes as a Partner hereunder or have any right to vote or consent with respect to Partnership matters, to inspect Partnership records, to maintain derivative proceedings, to maintain any action for an accounting or to exercise any other rights of a Partner hereunder or, under the Act.
Substituted Partners. Any party or person admitted to the Partnership as a substituted Partner shall be subject to and bound by all of the provisions of this Agreement as if originally a party to this Agreement. Any party or person admitted to the Partnership as a substituted Partner shall have all of the rights as a partner in the Partnership conferred upon a general partner pursuant to the Act. The admittance of a party or person to the Partnership as a substituted Partner and the withdrawal of a party or person as a partner in the Partnership shall continue to exist with the then remaining parties or persons of Partners as if all the then existing Partners were originally all of the Partners in the Partnership.