Common use of Substituted Limited Partners Clause in Contracts

Substituted Limited Partners. (a) No Limited Partner shall have the right to substitute a transferee other than a Permitted Transferee as a Limited Partner in its place. A transferee of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the General Partner, subject to compliance with the last sentence of this Section 10.4. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, (iii) Consent by Spouse and (iv) such other documents and instruments as the General Partner may require to effect such Assignee’s admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) A. No Limited Partner shall have the right to substitute a transferee (including any Designated Party or other than a Permitted Transferee transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A transferee (including, but not limited to, any Designated Party) of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent Consent of the General Partner, subject to compliance with which Consent may be given or withheld by the last sentence of this Section 10.4General Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, Assignee and (iii) Consent by Spouse and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner may require Partner, to effect such Assignee’s 's admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) A. No Limited Partner shall have the right to substitute a transferee (including any Designated Party or other than a Permitted Transferee transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A transferee (including, but not limited to, any Designated Party) of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent Consent of the General Partner, subject to compliance with which Consent may be given or withheld by the last sentence of this Section 10.4General Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, Assignee and (iii) Consent by Spouse and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner may require Partner, to effect such Assignee’s admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) A. No Limited Partner shall have the right to substitute a transferee other than a Permitted Transferee (including any transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A transferee of the interest of a Limited Partner may be issued Partnership Unit Certificates and admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the Managing General Partner, subject to compliance with which consent may be given or withheld by the last sentence of this Section 10.4Managing General Partner in its sole and absolute discretion. The failure or refusal by the Managing General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the Managing General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the Managing General Partner (i) evidence of acceptance, in form and substance satisfactory to the Managing General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, Assignee and (iii) Consent by Spouse and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the Managing General Partner may require Partner, to effect such Assignee’s 's admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) No Limited Partner shall have the right to substitute Except as set forth in Section 11.04(b) below, a transferee other than a Permitted Transferee as a Limited Partner in its place. A transferee of the interest of a Limited Partner in accordance with Section 11.03(a) may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall which consent may be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of given or withheld by the General Partner, subject to compliance with the last sentence of this Section 10.4Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject Except as set forth in Section 11.04(b) and subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, including, without limitation, the power of attorney granted in Section 2.04 hereof, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) Consent by Spouse and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner may require Partner, to effect such Assignee’s admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) No Limited Partner shall have the right to substitute a transferee other than a Permitted Transferee as a Limited Partner in its place. A transferee of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that (x) a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the General Partner, subject to compliance with the last sentence of this Section 10.410.4(a) and (y) the General Partner shall not withhold such consent if the Assignee complies with the last sentence of this Section 10.4(a). The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until if and unless when it furnishes to the General Partner (i) evidence of acceptance, in form and substance reasonably satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, (iii) Consent by Spouse Spouse, if applicable, and (iv) such other documents and instruments as the General Partner may require determines in good faith are reasonably required to effect such Assignee’s admission as a Substituted Limited Partner.

Substituted Limited Partners. (ag) No Limited Partner shall have the right to substitute Except as set forth in Section 11.04(b) below, a transferee other than a Permitted Transferee as a Limited Partner in its place. A transferee of the interest of a Limited Partner in accordance with Section 11.03(a) may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall which consent may be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of given or withheld by the General Partner, subject to compliance with the last sentence of this Section 10.4Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject Except as set forth in Section 11.04(b) and subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, including, without limitation, the power of attorney granted in Section 2.04 hereof, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) Consent by Spouse and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner may require Partner, to effect such Assignee’s 's admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) No Limited Partner shall have the right to substitute a transferee other than a Permitted Transferee as a Limited Partner in its placeplace (and, for the avoidance of doubt, such Permitted Transferee shall be a Substituted Limited Partner under this Agreement). A transferee (other than a Permitted Transferee) of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the General Partner, subject to compliance with the last sentence of this Section 10.4. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner in accordance with the previous sentence shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance reasonably satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, the Investor Rights Agreement and the Exchange Agreement, (ii) a counterpart signature page to this Agreement, the Investor Rights Agreement and the Exchange Agreement (or a joinder thereto) executed by such Assignee, (iii) a Consent by Spouse (if applicable) and (iv) such other documents and instruments as the General Partner may reasonably require to effect such Assignee’s admission as a Substituted Limited Partner and (v) the transfer to the applicable Assignee includes a corresponding Transfer of the applicable Limited Partner’s Holdings Units.

Substituted Limited Partners. (a) No Limited Partner shall have the right to substitute a transferee other than a Permitted Transferee as a Limited Partner in its placeplace (and, for the avoidance of doubt, such Permitted Transferee shall be a Substituted Limited Partner under this Agreement). A transferee (other than a Permitted Transferee) of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the General Partner, subject to compliance with the last sentence of this Section 10.4. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner in accordance with the previous sentence shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance reasonably satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, the Investor Rights Agreement and the Exchange Agreement, (ii) a counterpart signature page to this Agreement, the Investor Rights Agreement and the Exchange Agreement (or a joinder thereto) executed by such Assignee, (iii) a Consent by Spouse (if applicable) and (iv) such other documents and instruments as the General Partner may reasonably require to effect such Assignee’s admission as a Substituted Limited Partner and (v) the transfer to the applicable Assignee includes a corresponding Transfer of the applicable Limited Partner’s Carry Units.

Substituted Limited Partners. (a) No Limited Partner shall have the right to substitute a transferee other than a Permitted Transferee as a Limited Partner in its place. A transferee of the interest of a Limited Partner pursuant to a Transfer consented to by the General Partner pursuant to Section 11.03(a) may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall which consent may be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of given or withheld by the General Partner, subject to compliance with the last sentence of this Section 10.4Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, including, without limitation, the power of attorney granted in Section 2.04 hereof or, if the Additional Limited Partner executes this Agreement in the State of New York, a signed and notarized power-of-attorney attached hereto as Exhibit F, (ii) a counterpart signature page to this Agreement executed by such Assignee, and (iii) Consent by Spouse and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner may require Partner, to effect such Assignee’s admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) A. No Limited Partner shall have the right to substitute a transferee (including transferees pursuant to transfers permitted by Section 11.3, other than a Permitted Transferee pursuant to Section 11.3 (v) as set forth below) as a Limited Partner in its his place. A The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner may be admitted pursuant to this Section 11.4 as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the General Partner, subject to compliance with the last sentence of this Section 10.4. The failure which consent may be given or refusal withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General any Partner. Subject to Notwithstanding the foregoing, an Assignee shall not be admitted as a Substituted transferees pursuant to Section 11.3(v) who were partners in the Limited Partner until at the time the Limited Partner became a Partner in this Partnership may become Substitute Limited Partners and unless it furnishes to the General Partner (i) evidence hereby consents in advance to the admission of acceptancesuch transferees as Substitute Limited Partners; provided, however, in form and substance satisfactory no event shall this exception apply to Partnership Interests representing more than 40 percent of the General Partner, Percentage Interests of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, (iii) Consent by Spouse and (iv) such other documents and instruments as the General Partner may require to effect such Assignee’s admission as a Substituted Limited PartnerPartnership.

Substituted Limited Partners. (a) No Limited Partner or Non-Managing General Partner shall have the right to substitute a transferee transferee, other than a Permitted Transferee Transferee, as a Limited Partner in its place. A transferee of the interest of a Limited Partner or Non-Managing General Partner may be admitted as a Substituted Limited Partner only with the consent of the Managing General Partner; provided, however, that a Permitted Transferee shall may be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the Managing General Partner, subject to compliance with the last sentence of this Section 10.4. The failure or refusal by the Managing General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the Managing General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner unless and until and unless it furnishes to the Managing General Partner (i) evidence of acceptance, in form and substance satisfactory to the Managing General Partner, of all the terms, conditions and applicable obligations of this Agreement, Agreement (ii) which may be a counterpart signature page to this Agreement executed by such Assignee), (iii) Consent by Spouse and (ivii) such other documents and instruments as the Managing General Partner may require to effect such Assignee’s admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) A. No Limited Partner shall have the right to substitute a transferee (including transferees pursuant to transfers permitted by Section 11.3, other than a Permitted Transferee pursuant to Section 11.3.A(v) as a Limited Partner in its his place. A The General Partner shall, however, have the right to consent to the admission of a transferee of the interest of a Limited Partner may be admitted pursuant to this Section 11.4 as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the General Partner, subject to compliance with the last sentence of this Section 10.4. The failure which consent may be given or refusal withheld by the General Partner in its sole and absolute discretion. The General Partner’s failure or refusal to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General any Partner. Subject to Notwithstanding the foregoing, an Assignee shall not be admitted as a Substituted transferees pursuant to Section 11.3.A(v) who were partners in the Limited Partner until at the time the Limited Partner became a Partner in this Partnership may become Substitute Limited Partners and unless it furnishes to the General Partner (i) evidence hereby consents in advance to the admission of acceptancesuch transferees as Substitute Limited Partners; provided, however, in form and substance satisfactory no event shall this exception apply to Partnership Interests representing more than 40 percent of the General Partner, Percentage Interests of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, (iii) Consent by Spouse and (iv) such other documents and instruments as the General Partner may require to effect such Assignee’s admission as a Substituted Limited PartnerPartnership.

Substituted Limited Partners. (a) A. No Limited Partner shall have the right to substitute a transferee (including any Designated Party or other than a Permitted Transferee transferees pursuant to Transfers permitted by Section 11.3 hereof) as a Limited Partner in its place. A transferee (including, but not limited to, any Designated Party) of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent Consent of the General Partner, subject to compliance with which Consent may be given or 44 50 withheld by the last sentence of this Section 10.4General Partner in its sole and absolute discretion. The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, (ii) a counterpart signature page to this Agreement Partner Schedule executed by such Assignee, Assignee and (iii) Consent by Spouse and (iv) such other documents and instruments as may be required or advisable, in the sole and absolute discretion of the General Partner may require Partner, to effect such Assignee’s 's admission as a Substituted Limited Partner.

Substituted Limited Partners. (a) No Limited Partner shall have the right to substitute a transferee other than a Permitted Transferee as a Limited Partner in its place. A transferee of the interest of a Limited Partner may be admitted as a Substituted Limited Partner only with the consent of the General Partner; provided, however, that a Permitted Transferee shall be admitted as a Substituted Limited Partner pursuant to a Permitted Transfer without the consent of the General Partner, subject to compliance with the last sentence of this Section 10.410.4(a). The failure or refusal by the General Partner to permit a transferee of any such interests to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or the General Partner. Subject to the foregoing, an Assignee shall not be admitted as a Substituted Limited Partner until and unless it furnishes to the General Partner (i) evidence of acceptance, in form and substance satisfactory to the General Partner, of all the terms, conditions and applicable obligations of this Agreement, (ii) a counterpart signature page to this Agreement executed by such Assignee, (iii) Consent by Spouse and (iv) such other documents and instruments as the General Partner may require to effect such Assignee’s admission as a Substituted Limited Partner.