Substitution of Limited Partners. (a) No assignee of an Interest from a Limited Partner shall have the right to be admitted to the Partnership as a substitute Limited Partner unless all of the following conditions are satisfied:
Substitution of Limited Partners. Without the prior written -------------------------------- consent of all of the General Partners, which consent may be granted or withheld in their sole discretion, no Limited Partner may substitute a limited partner in its stead and no additional Limited Partners may be admitted to the Partnership. No party shall become an additional or substitute Limited Partner hereof unless and until it has executed such certificates and other documents and performed such acts as may be necessary to constitute such party as a limited partner, and to preserve the status of the Partnership as a limited partnership.
Substitution of Limited Partners. A transferee of a Limited Partner's interest shall have the right to be substituted as a Limited Partner if and only if:
Substitution of Limited Partners. 9.03. The partnership interest of any Limited Partner may be transferred subject to compliance with Section 9.02, and without the prior written consent of the Partners as required in Section 9.01, upon consent of the General Partner, which shall not be unreasonably withheld, by the Limited Partner by inter vivos gift or by testamentary transfer to any spouse, parent, sibling, in-law, child or grandchild of the Limited Partner, or to a trust for the benefit of the Limited Partner or such spouse, parent, sibling, in-law, child or grandchild of the Limited Partner, it being agreed that in executing this Agreement, each Limited Partner has consented to such transfers.
Substitution of Limited Partners. No transferee of an interest in the Fund shall be admitted as a Substitute Limited Partner without the consent of the General Partner, which consent may be withheld in the General Partner’s sole and absolute discretion. Unless and until such consent is granted, the transferee shall be entitled only to the economic benefit of ownership of an interest in the Fund, and the transferring Limited Partner shall remain liable for all of its obligations under this Agreement. Upon the General Partner’s consent to a transferee becoming a Substitute Limited Partner, an amendment to this Agreement, in such form and with such provisions as are reasonably acceptable to the General Partner, shall be executed by the General Partner, the transferor Limited Partner, and the transferee Limited Partner. The General Partner, in accordance with Section 13.6 of this Agreement, shall be authorized to execute such an amendment on behalf of the Partners. In addition, the transferor Limited Partner and the transferee Limited Partner shall execute such other certificates, agreements, and other documents as may be reasonably requested by the General Partner. Only upon the execution of these documents will the transferee become a Substitute Limited Partner, and upon their execution (or upon such other date as is set forth therein), (i) the Substitute Limited Partner shall succeed to the rights and liabilities of the transferring Limited Partner; (ii) the Contributions Account and Capital Account of the transferor shall become the Contributions Account and Capital Account, respectively, of the Substitute Limited Partner, to the extent of the interest transferred; (iii) the Substitute Limited Partner shall be treated as having received all Fund distributions previously made to the transferor Limited Partner, to the extent of the interest transferred; and (iv) the transferor Limited Partner shall bear no further liability to the Fund.
Substitution of Limited Partners. In connection with the Transfer by a Limited Partner of the ownership of any Unit, the Limited Partner as to such Unit shall not have the power or the right to substitute the transferee of such Unit as the Limited Partner as to such Unit unless all of the following conditions are satisfied:
