Common use of SUBSTITUTION OF PARTNER Clause in Contracts

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.

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 theretothereto and executes and delivers a copy of this Agreement (appropriately modified to take account of the Transfer), 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)reasonable discretion. If the assignor Partner so provides, foregoing conditions (and the Partner Assignee agrees to be bound as aforesaid, and, if applicable under preceding clause (iii), the Partners so Approve such substitutionother provisions of this Article 7) are satisfied, 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 Managing General Partner shall prepare or cause to be prepared an amendment to the Certificate to be signed by the Managing General Partner and, to the extent required, by the Limited Partner and by the Partner Assignee. The Managing General Partner shall attend to the due execution and filing of such an amendment to the Certificate, if such amendment is required. Unless named in this Agreement, or unless admitted to the Partnership as a Partner 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 the Partners so named or so admitted and shall not be required to deal with any other Person by reason of an assignment or pledge by a TransferPartner (or realization of a pledge) or by reason of the death of a Partner (the Partners hereby confirming that no pledge or hypothecation of interests in the Partnership or interests in the Partners shall be permitted to Persons who are not Affiliates of a Partner without the Approval of the Partners). In the absence of the substitution of a Partner for a deceased Partner as provided in Section 7.1(a) or this Section 7.4, any payment to the executors, administrators or personal representatives of such deceased Partner shall acquit the Partnership of all liability with respect to such payment to any other Persons who may be interested in such payment by reason of the death of such Partner. 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 Transferred, but shall not be considered a Partner for any purposes and shall have no Approval rights under this Agreement and none of the rights of a Partner under this Agreement or under the Act.

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.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.

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 tile 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.

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 [33] 38 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.

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 7.57.4, with respect to direct Transfers of interests in the Partnership only, 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 Certificate and any amendments hereto and thereto, and (iii) each General 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)discretion. If the assignor Partner so provides, provides and 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 have the right to 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 Partners and, to the extent required, by the Limited Partner and by the Partner Assignee. The General Partner Partners shall attend to the due execution and filing of such an 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 an assignment or pledge by a TransferPartner (or realization of a pledge) or by reason of the death of a Partner. In the absence of the substitution of a Partner for a deceased Partner as provided in Section 7.1(a) or this Section 7.3, any payment to the executors, administrators or personal representatives of such deceased Partner shall acquit the Partnership of all liability with respect to such payment to any other Persons who may be interested in such payment by reason of the death of such Partner. A Partner Assignee of an interest in the Partnership who is not admitted as a substitute Partner as provided in this Section 7.4 7.3 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.