Common use of Substitution as a Partner Clause in Contracts

Substitution as a Partner. No Assignee of the whole or any portion of Units shall have the right to become a Substituted Partner in place of the assignor unless all of the following conditions are satisfied: (i) The assignor and Assignee execute a written instrument of Assignment, together with such other instruments as the General Partner may deem necessary or desirable to effect the admission of the Assignee as a Substituted Partner, and by which the Assignee agrees to be bound by this Agreement. (ii) Such instrument of Assignment provided for herein has been delivered to and received by the General Partner. (iii) The conditions to such substitution in Section 7.05 have been satisfied. (iv) The written consent of the General Partner to such substitution has been obtained, the granting or denial of which shall be within the sole and absolute discretion of the General Partner, provided that the consent of the General Partner to such substitution shall be withheld if the General Partner shall not have received evidence satisfactory to it that the Substituted Partner is authorized to acquire the interest so Assigned and has the appropriate financial resources to acquire the Units Assigned to it. (v) A transfer fee has been paid to the Partnership which is sufficient to cover all reasonable expenses connected with such Assignment and substitution, including, but not limited to, legal and filing or recording fees.

Substitution as a Partner. No Assignee of the whole or any portion of Units shall have the right to become a Substituted Partner in place of the assignor unless all of the following conditions are satisfied: (i) The assignor and Assignee execute a written instrument of Assignment, together with such other instruments as the General Partner may deem necessary or desirable to effect the admission of the Assignee as a Substituted Partner, and by which the Assignee agrees to be bound by this Agreement. (ii) Such instrument of Assignment provided for herein has been delivered to and received by the General Partner. (iii) The conditions to such substitution in Section 7.05 have been satisfied. (iv) The written consent of the General Partner to such substitution has been obtained, the granting or denial of which shall be within the sole and absolute discretion of the General Partner, provided that PROVIDED THAT the consent of the General Partner to such substitution shall be withheld if the General Partner shall not have received evidence satisfactory to it that the Substituted Partner is authorized to acquire the interest so Assigned and has the appropriate financial resources to acquire the Units Assigned to it. (v) A transfer fee has been paid to the Partnership which is sufficient to cover all reasonable expenses connected with such Assignment and substitution, including, but not limited to, legal and filing or recording fees.