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.
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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.
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Related to SUBSTITUTION OF PARTNER

  • Substitution of Members If unanimous written approval is received, the transferee shall:

  • 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, the Borrower shall have the right, with the assistance of the Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank.

  • Negation of Partnership Landlord shall not become or be deemed a partner or a joint venturer with Tenant by reason of the provisions of this Lease.

  • 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 Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

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

  • Dissolution of Partnership 53 Section 15.2 Return of Capital Contribution upon Dissolution......

  • 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 Key Personnel Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Xxxxx Xxxxx.

  • Substitution of Trustee Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee, the latter will be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution is to be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, will be conclusive proof of proper appointment of the successor trustee.

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