Substitution of Partners. Unless otherwise agreed in writing by the General Partner and a transferee of a Partnership Interest (which agreement may be a condition to the General Partner's approval of the transfer where such approval is required hereunder), any transferee of a Partnership Interest from a Partner, if such transfer complies with Article VII, shall be admitted as a Partner, such admission to be effective immediately prior to such transfer, only if such substitute Partner shall have agreed to be bound by the terms and conditions of this Agreement by executing a counterpart hereof. Whether or not such a counterpart is executed, such transferee shall be deemed, by acquiring such interest in the Partnership, to have agreed to hold it subject to the terms and conditions of this Agreement. Upon such admission, such substitute Partner shall be a Partner for all purposes of this Agreement.
Substitution of Partners. Regardless of compliance with any of the provisions hereof (including, without limitation, the provisions of Article VII hereof) permitting a Transfer or a Pledge of a Partnership Interest, no Transfer or Pledge of a Partnership Interest shall be recognized by or be binding upon the Partnership unless: (i) such instruments as may be required by the Partnership Law or other applicable law or to effect the continuation of the Partnership and the Partnership's ownership of its properties are executed and delivered and/or filed;
Substitution of Partners. 28 Section 11.2. Admission of Additional Partners.......................28 Section 11.3. Withdrawal.............................................28 Section 11.4. Classes of Partnership Interests.......................28
Substitution of Partners. 32 7.3 Effective Date of Transfers and Admission to Partnership ............. 32 7.4 Rights of Legal Representatives ...................................... 33 7.5 No Effect to Transfers in Violation of Agreement .....................
Substitution of Partners. A Transfer shall not be effective, and Transferee shall not become a substitute Partner, unless the Transferee executes an instrument satisfactory to the Non-Transferring Partners (other than the Limited Partners) accepting and adopting the terms and provisions of this Agreement, and the Transferee pays any reasonable expenses in connection with such Transferee's admission as a new Partner. The admission of a substitute Partner shall not result in the release of the Transferor from any liability that the Transferor may have to the Partnership or any other Partner as of the date of the Transfer. A Transferor who is a Partner shall cease to be a Partner upon the effective date of Transfer under Section 7.3.
Substitution of Partners. (a) Notwithstanding anything herein to the contrary, no transferee of a Partner's Interest in the Partnership shall become a substituted Partner with respect to the transferred Interest unless and until the General Partner and all of the Partners entitled to participate in decisions to be made by Partners shall have given their written consent thereto (which written consent may be withheld by any Partner arbitrarily) and the transferee shall have:
(i) assumed all of the obligations of its predecessor under this Agreement with respect to the Interest transferred accruing from and after the effective date of the transfer;
(ii) delivered to the Partners a statement, acknowledging the assumption of such liability and that the transferee has read the provisions of this Agreement and intends to be legally bound as a Partner by all the terms and conditions of this Agreement and any amendments or modifications thereof, and shall have executed a counterpart of the Agreement as then in effect; and
(iii) paid all reasonable expenses (including, without limitation, legal and accounting fees) incurred by the Partnership in connection with such transfer, including but not limited to the cost of the preparation, filing and publishing of any amendment to the Partnership's Certificate of Formation and any fictitious name or similar registrations necessary or desirable in connection therewith.
Substitution of Partners. 83 Section 8.3 Failure or Refusal to Grant Consent . . . . . . . . . . . . . . . . . . . . . . . . . . 84 Section 8.4 Issuance of Additional Interests to TREIX xxx Other Persons or of Incentive Interests to Certain Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85 Section 8.5 Conversion of Partnership Interests . . . . . . . . . . . . . . . . . . . . . . . . . . 87 Section 8.6 No Change to TG Receivable Documents . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Substitution of Partners. Regardless of compliance with any of the provisions hereof (including, without limitation, the provisions of Section 8.1 and Article IX hereof) permitting a Transfer of a Partnership Interest, no Transfer (except by way of a Pledge) of a Partnership Interest shall be recognized by or be binding upon the Partnership unless:
(i) such instruments as may be required by the Partnership Law or other applicable law or to effect the continuation of the Partnership and the Partnership's ownership of its properties are executed and delivered and/or filed;
(ii) the assignee delivers to the Partnership, a Partnership Interest Certificate evidencing the number of Units of Partnership Interest which are the subject of the Transfer, together with a duly executed and acknowledged written instrument of assignment, which instrument of assignment binds the assignee to all of the terms and conditions of this Agreement as if the assignee were a signatory party hereto and does not release the assignor from any liability or obligation (accrued to the date of Transfer) of or in respect of the Partnership Interest which is the subject of the Transfer;
(iii) the instrument of assignment is manually signed by the assignee and assignor with such proof of authenticity of the signatures as the Partnership Committee may reasonably require; and
(iv) in the event that such assignee is not then a Partner in the Partnership, the Partnership Committee shall have consented (which consent may be withheld for any reason or for no reason) in writing to the admission of the assignee as a substitute partner (in respect of the Partnership Interest acquired) in the Partnership. An assignee of a Partnership Interest pursuant to a Transfer permitted in this Agreement may, subject to the provisions of this Article VIII, be admitted as a partner in the Partnership in the place and stead of the assignor Partner in respect of the Partnership Interest acquired from the assignor Partner and shall, except as otherwise specifically provided in this Agreement, have all of the rights, powers, obligations, and liabilities, and be subject to all of the restrictions, of the assignor Partner, including, without limitation, the liability of the assignor Partner for any existing unperformed obligations of the assignor Partner. In the event that a Partner pledges or proposes to pledge its Partnership Interest or any portion thereof (but not less than one (1) Unit of Partnership Interest) in connection with a financing...
Substitution of Partners. A transferee of a Partnership Interest shall have the right to become a substitute Partner only if (i) the consent of a majority interest of the Partners and the Managers is obtained, (ii) securities and tax requirements hereof are met, (iii) such person executes an instrument satisfactory to the Managers accepting and adopting the terms and provisions of this Agreement, and (iv) such person pays any reasonable expenses in connection with the person's admission as a new Partner.
Substitution of Partners
