Admission of Substitute Limited Partners. (a) Subject to the other provisions of this Article IX, an assignee of the Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Interest) shall be admitted as a Substitute Limited Partner of the Partnership only upon the satisfactory completion of the following:
Admission of Substitute Limited Partners. A Transferee (which may be the heir or legatee of a Limited Partner) of a Limited Partner’s Partnership Interest, or Person acquiring a Partnership Interest pursuant to any foreclosure made upon any permitted pledge or hypothecation of the Partnership Interest, shall be entitled to receive the distributive share of the Partnership’s Profits, Losses, deductions, and credits attributable to such Partnership Interest. No Transferee shall become a substitute Limited Partner without the prior written consent of the General Partner, which consent will be given only in the sole discretion of the General Partner. Upon written consent by the General Partner, the Transferee shall execute a counterpart of this Agreement, thereby agreeing to be bound by the terms hereof as a Limited Partner with respect to the Partnership Interest so Transferred. Upon admission of a substitute Limited Partner, the substitute Limited Partner shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall attain the status of a Limited Partner under and pursuant to this Agreement with respect to the Partnership Interest held by the substitute Limited Partner.
Admission of Substitute Limited Partners. (a) Subject to the other provisions of this Article IX, an assignee of the Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Interest) shall be admitted as a Substitute Limited Partner of the Partnership only upon the satisfactory completion of the following: (i) Consent of the General Partner (which may be withheld in its sole discretion) and the consent of the Lender, if required, shall have been given, which Consent of the General Partners may be evidenced by the execution by the General Partners of an amended Agreement and/or Certificate evidencing the admission of such Person as a Limited Partner pursuant to the requirements to the Act; (ii) the assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart thereof or an appropriate amendment hereto, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner; (iii) an amended Agreement and/or Certificate evidencing the admission of such Person as a Limited Partner shall have been filed for recording pursuant to the requirements of the Act to the extent required in order to effectuate the admission of such Person as a Limited Partner; (iv) the assignee shall have represented and agreed in writing as required by Section 9.01; (v) if the assignee is a corporation, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of its authority to become a Limited Partner under the terms and provisions of this Agreement; and (vi) the assignee or the assignor shall have reimbursed the Partnership for all reasonable expenses, including all reasonable legal fees and recording charges, incurred by the Partnership in connection with such assignment. (b) For the purpose of allocation of profits, losses and credits, and for the purpose of distributing cash of the Partnership, a Substitute Limited Partner shall be treated as having become, and as appearing in, the records of the Partnership as a Partner upon his signing of an amendment to this Agreement, agreeing to be bound hereby. (c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such act...
Admission of Substitute Limited Partners. Subject to the other provisions of this Article VIII, a transferee of Limited Partner Interests may be admitted to the Partnership as a “Substituted Limited Partner” only upon satisfaction of the conditions set forth below in this Section 8.7:
Admission of Substitute Limited Partners. A transferee (which may be the heir or legatee of a Limited Partner) or assignee of a Limited Partner's Partnership Interest, or Person acquiring a Partnership Interest pursuant to any foreclosure made upon any permitted pledge or hypothecation of such Partnership Interest, shall be entitled to receive the distributive share of the Partnership's Profits, Losses, income, gains, losses, deductions, and credits attributable to such Partnership Interest. To become a substitute Limited Partner, such transferee, assignee, heir, or legatee must be acceptable to the General Partners in the General Partners' sole and absolute discretion. If acceptable to the General Partners, such transferee, assignee, heir, or legatee shall execute a counterpart of this Agreement, thereby agreeing to be bound by the terms hereof as a Limited Partner with respect to the Partnership Interest so transferred. Upon admission of a substitute Limited Partner, such Limited Partner shall be subject to all of the restrictions applicable to, shall assume all of the obligations of, and shall attain the status of a Limited Partner under and pursuant to this Agreement with respect to the Partnership Interest held by such Limited Partner.
Admission of Substitute Limited Partners. Subsequent to receipt of the consent of the General Partner (which consent shall not be unreasonably withheld), an authorized transferee is entitled to the allocations and distributions attributable to the Interest transferred to such transferee and to transfer such Interest in accordance with the terms of this Agreement; provided, however, that such transferee is not entitled to the other rights of a Limited Partner as a result of such transfer until he or she becomes a substituted Limited Partner. No transferee, except with the consent of the General Partner (which consent may be withheld in its sole discretion), may become a substituted Limited Partner. If the General Partner withholds consent, a transferee will not have any of the rights of a Limited Partner, except that the transferee will be entitled to receive that share of capital or profits and to have the right of withdrawal to which such Limited Partner’s transferor would have been entitled and will remain subject to the other terms of this Agreement. A transferring Limited Partner remains liable to the Partnership as provided under applicable law regardless of whether such Limited Partner’s transferee becomes a substituted Limited Partner. Notwithstanding the above, the Partnership and the General Partner will incur no liability for allocations and distributions made in good faith to the transferring Limited Partner until a written instrument of transfer has been received by the Partnership and recorded on its books and the effective date of the Transfer has passed.
Admission of Substitute Limited Partners. Each of the Substitute Limited Partners is hereby admitted as a Substituted Limited Partner pursuant to Section 9.3 of the Agreement effective as of December 31, 1996. The General Partner shall instruct ChaseMellon Shareholder Services, the Transfer Agent for the Partnership, to process the request for transfer of Partnership Units to reflect the transfer from the Dissolving Limited Partner to the Substitute Limited Partners. Attached hereto as Exhibit "A" is a chart reflecting the transfer of the Partnership Units to the Substitute Limited Partners and to the Existing Limited Partners and the allocated Agreed Value of the Hotel contributed in consideration for the original issuance of the Partnership Units. Each Substitute Limited Partner has listed his or her address for notices below the signature block hereto.
Admission of Substitute Limited Partners. A. A Person may be admitted as a Substitute Limited Partner with the General Partners' consent-, and by providing the Administrative General Partner with a power of attorney acceptable to the Administrative General Partner. The General Partners shall not consent to the admission of a Substitute Limited Partner if the General Partners receive an opinion of counsel to the Partnership that such admission would cause the Partnership to be classified other than as a partnership for federal income tax purposes, or cause the Partnership to terminate for federal income tax purposes.
Admission of Substitute Limited Partners. Notwithstanding anything in this article to the contrary, any successor to the Partnership Interest of a Limited Partner shall be admitted to the Partnership as a substitute Limited Partner only upon the (a) furnishing to the General Partners of a written acceptance in a form satisfactory to the General Partners of all of the terms and conditions of this Agreement and such other documents and instruments as may be required to effect the admission of the successor as a Limited Partner; and (b) obtaining the Required Consent. The consent may be withheld or granted in the sole discretion of those constituting the Required Consent. The transferee shall be admitted to the Partnership as a substitute Limited Partner as of the effective date of the transfer.Notwithstanding anything in this article to the contrary, any successor to the Partnership Interest of a Limited Partner permitted under the terms of this Agreement shall be admitted to the Partnership as a substitute Limited Partner only upon the (a) furnishing to the General Partners of a written acceptance in a form satisfactory to the General Partners of all of the terms and conditions of this Agreement and such other documents and instruments as may be required to effect the admission of the successor as a Limited Partner; and
Admission of Substitute Limited Partners. By transfer of a Depositary Unit or Unit in accordance with Article XI, the transferor shall be deemed to have given the transferee the right to seek admission as a Substitute Limited Partner subject to the conditions of, and in the manner permitted under, this Agreement. A transferor of a Depositary Unit or Unit shall, however, only have the authority to convey to a purchaser or other transferee who does not execute and deliver a Transfer Application (i) the right to transfer such Depositary Unit or Unit to a purchaser or other transferee and (ii) the right to transfer the right to request admission as a Substitute Limited Partner to such purchaser or other transferee in respect of the transferred Depositary Units or Units, as the case may be. Each transferee of a Depositary Unit or Unit (including, without limitation, any nominee holder or an agent acquiring such Depositary Unit or Unit for the account of another Person) who executes and delivers a Transfer Application shall, by virtue of such execution and delivery, be an Assignee and be deemed to have applied to become a Substitute Limited Partner with respect to the Depositary Units or Units, as the case may be, so transferred to such Person. Such Assignee shall become a Substitute Limited Partner (i) at such time as the General Partner consents thereto, which consent may be given or withheld in the General Partner’s sole discretion, and (ii) when any such admission is shown on the books and records of the Partnership. If such consent is withheld, such transferee shall be an Assignee. An Assignee shall have an interest in the Partnership equivalent to that of a Limited Partner with respect to allocations and distributions, including, without limitation, liquidating distributions, of the Partnership. With respect to voting rights attributable to Units that are held by Assignees, the General Partner shall be deemed to be the Limited Partner with respect thereto and shall, in exercising the voting rights in respect of such Units on any matter, vote such Units at the written direction of the Assignee who is the Record Holder of such Units. If no such written direction is received, such Units will not be voted. An Assignee shall have no other rights of a Limited Partner.
