SUBSTITUTION OF PARTNER Sample Clauses

SUBSTITUTION OF PARTNER. Subject to the restrictions on Transfers and Approval rights of the Partners as set forth in Section 7.1 and the provisions of Section 7.5, the assignee of any Transfer by a Partner (a "Partner Assignee") shall become a substitute Partner only if (i) the assignor Partner so provides in an instrument of assignment, (ii) the Partner Assignee agrees in writing to be bound by the provisions of this Agreement and of the Articles and any amendments hereto and thereto, and (iii) each Partner Approves such substitution, which Approval may be given or withheld in its sole and absolute discretion (this clause (iii) shall cease to have any force and effect if and when the Transfer Restriction Termination Date occurs). If the assignor Partner so provides, the Partner Assignee agrees to be bound as aforesaid, and, if applicable under preceding clause (iii), the Partners so Approve such substitution, the Partner Assignee shall become a substitute Partner (having the same status as a General Partner or as a Limited Partner as did the assignor Partner immediately prior to the Transfer) upon payment to the Partnership of all costs and expenses of reviewing the instrument of assignment, if appropriate, and, if required by law, an amendment to the Certificate to reflect such substitution. In such event, if and as required by law, the Partners shall prepare or cause to be prepared an amendment to the Certificate to be signed by the General Partner and, to the extent required, by the Limited Partner and by the Partner Assignee. The General Partner shall attend to the due execution and filing of such amendment to the Certificate, if such amendment is required. Unless named in this Agreement, or unless admitted to the Partnership as provided in this Agreement, no Person shall be considered a Partner, and the Partnership, each Partner and any other Persons having business with the Partnership need deal only with Partners so named or so admitted and shall not be required to deal with any other Person by reason of a Transfer. A Partner Assignee of an interest in the Partnership who is not admitted as a substitute Partner as provided in this Section 7.4 shall be entitled to receive the economic benefits of the interest purported to be Transferred but shall not be considered a Partner for any purposes and shall have none of the rights of a Partner under this Agreement or under the Act.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
SUBSTITUTION OF PARTNER. Duke Management, Inc. is hereby substituted for DMI Partnership as a limited partner in the Partnership, and all references to DMI Partnership in the Partnership Agreement are hereby amended to refer to Duke Management, Inc. Specifically and not by way of limitation, Section 7.03 of the Partnership Agreement is amended to provide that the option granted therein by DMI Partnership to Duke Realty Investments, Inc. is hereby granted by Duke Management, Inc., and the option granted to DMI Partnership in Section 7.03(d) is hereby granted to Duke Management, Inc., in each case subject to the applicable conditions and provisions of Section 7.03.
Sample 1

Related to SUBSTITUTION OF PARTNER

  • Substitution of Party Effective as of the date first written above, the Adviser is substituted into the Agreement in place of ILIAC for all purposes.

  • Substitution of Members The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

  • Substitution of Bank If (i) the obligation of any Bank to make Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has demanded compensation under Section 8.03 or 8.04, the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Loans and assume the Commitment of such Bank.

  • Termination of Partnership and Cancellation of Certificate of Limited Partnership Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

  • Formation of Partnership The Partnership was formed on August 3, 2018 pursuant to the provisions of the Delaware Act.

  • Substitution of Banks 13 3.8. Survival.............................................................14

  • Dissolution of Partnership The Partnership shall be dissolved upon the expiration of its term or the earlier occurrence of any of the following events.

  • Termination of Partnership The Partnership shall terminate when all assets of the Partnership, after payment of or due provision for all Liabilities of the Partnership, shall have been distributed to the Partners in the manner provided for in this Agreement, and the Certificate shall have been canceled in the manner provided by the Act.

  • Substitution of Trustee Beneficiary may remove Trustee at any time or from time to time and appoint a successor trustee, and upon such appointment, all powers, rights, duties and authority of Trustee, as aforesaid, shall thereupon become vested in such successor. Such substitute trustee shall be appointed by written instrument duly recorded in the county or counties where the real property covered hereby is located, which appointment may be executed by any authorized agent of Beneficiary or in any other manner permitted by applicable law.

  • SUBSTITUTION OF PURCHASER Each Purchaser shall have the right to substitute any one of its Affiliates as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 21), shall be deemed to refer to such Affiliate in lieu of such original Purchaser. In the event that such Affiliate is so substituted as a Purchaser hereunder and such Affiliate thereafter transfers to such original Purchaser all of the Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, any reference to such Affiliate as a “Purchaser” in this Agreement (other than in this Section 21), shall no longer be deemed to refer to such Affiliate, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

Time is Money Join Law Insider Premium to draft better contracts faster.