Substituted Partner. An assignee or transferee (other than an existing Partner) of the interest of a Partner may be admitted as a substitute partner ("Substituted Partner") only with the approval of the General Partner. Unless the assignee is already a General Partner, any assignee of a Partnership interest to whose admission such consent is given shall become and shall have only the rights and duties of a Limited Partner and the assigned Partnership interest shall thereafter be a Limited Partner's interest. Upon the receipt by the General Partner of an appropriate supplement to this Agreement pursuant to which such Substituted Partner agrees to be bound by all the terms and provisions of this Agreement, the General Partner shall reflect the admission of a Substituted Partner and the withdrawal of the transferring Partner, if appropriate, by preparing a supplemental exhibit, dated as of the date of such admission and withdrawal, and by filing it with the records of the Partnership. Any Substituted Partner shall, if required by the General Partner, prior to such admission, also execute any other documents requested by the General Partner, including, without limitation, an irrevocable power of attorney in form satisfactory to the General Partner appointing the General Partner as such person's attorney-in-fact with full power to execute, swear to, acknowledge, and file all certificates and other instruments necessary to carry out the provisions of this Agreement, including, without limitation, such undertakings as the General Partner may require for the payment of all fees and costs necessary to effect any such transfer and admission. The transferor and transferee of the transferred interest shall be responsible for the costs associated with the transfer of the interest, including, without limitation, reasonable attorney's fees. Upon admission, such Substituted Partner shall be subject to all provisions of this Agreement in the place and stead of his assignor as if the Substituted Partner originally was a party to this Agreement.
Substituted Partner. Each LP Seller in its capacity as a Limited Partner of the Partnership hereby (a) confirms and acknowledges its intention that the Purchaser or its assignees be admitted to the Partnership as a substituted Limited Partner of the Partnership, (b) gives its consent to the sale and transfer of the Interests to Purchaser and such admission, and (c) waives any right of first refusal it may have under the Partnership Agreement or otherwise to acquire any of the Interests being sold and transferred hereunder. Each LP Seller acknowledges and agrees that it will cease to be a partner of the Partnership as of the Closing. The Purchaser and its assignees agree that so long as any of them is a partner of the Partnership, such partner shall be bound by all of the terms and provisions of the Partnership Agreement as it shall be amended from time to time to the same extent and in the same manner as if the Purchaser or its assignees had been an original party to the Partnership Agreement in place of each LP Seller.
Substituted Partner. A Transferee shall become a Substituted Partner of the Partnership in the event a SuperMajority in Interest of the Partners consent in writing to the Transferee becoming a Substituted Partner or if the Transferor and Transferee have complied with all of the requirements of this Article VII and:
Substituted Partner. 33 7.5 Recognition of Transferee as Partner..................... 33 7.6 Binding Effect........................................... 34 7.7 Permitted Transfers of Partnership Interests............. 34 7.8 Succession to Capital Account............................ 34
Substituted Partner. (a) Except as otherwise provided in this Article VII, no Partner shall have the right to substitute in its place a purchaser, Assignee, transferee, donee, heir, legatee or other recipient of all or any portion of the Partnership Interest of such Partner. Any other such purchaser, Assignee, transferee, donee, legatee, distributee or other recipient of an interest shall be admitted to the Partnership as a substituted Partner only with the consent of the General Partner.
Substituted Partner. A valid transfer in accordance with this Article 6 shall vest rights to distributions from the Partnership as provided in this Agreement, but no transferee shall become a new Partner unless and until:
Substituted Partner. Each Person to whom any Unit is Transferred in accordance with the provisions of this Article IX (other than a Transfer in a Public Offering or after an initial Public Offering pursuant to Rule 144) shall agree in writing to be bound by the provisions of this Agreement as a holder of such Units by execution of a joinder agreement in the form provided by the General Partner. Upon compliance with Section 9.8 and entry into such joinder, such Person shall become a Substituted Partner entitled to all the rights of a Partner with respect to such Unit, and the Schedule of Partners shall be amended to reflect the name, address and Units of such Substituted Partner and to eliminate the name and address of and other information relating to the Transferee with regard to the Transferred Units.
Substituted Partner. No transferee of a Partnership Interest shall become a Substituted Partner within meaning of the Act unless:
Substituted Partner. A substituted Partner is a person who has been admitted to all the rights of a Partner who has transferred or assigned its Partnership Interests in the Partnership as provided for herein. The substituted Partner has all the rights and powers and is subject to all the restrictions and liabilities of his assignor.
Substituted Partner. Any assignee or transferee who is not now a Partner shall become a Partner only if (a) all of the Common Partners, other than the Selling Partner, unanimously consent in writing to the admission of the assignee or transferee as a Partner, (b) such assignee or transferee agrees: (1) to become a Partner, (2) to execute and acknowledge such documents and instruments of conveyance in form and substance as may be necessary in the opinion of counsel to the Partnership to effect such transfer and to confirm the agreement of the transferee, (3) to be bound by all of the terms and conditions of this Agreement, as it may be amended from time to time, and (4) to pay all reasonable expenses connected with such assignee's or transferee's admission, including reasonable attorneys' fees required for the preparation of such instruments to effect such admission to the Partnership, and (c) the provisions of the preceding sections of this Article have been satisfied. Any transfer or purported transfer of any Partner's Interest shall be null and void unless made strictly in compliance with the provisions of this Article. In the event the General Partner transfers its entire interest in the Partnership and the transferee becomes a Substituted Partner, the admission of such Person shall be deemed to occur immediately prior to the transfer and such Person shall continue the business of the Partnership without dissolution. The transferee of any Partner interest shall be subject to all terms, conditions, restrictions and obligations of this Agreement. Notwithstanding anything contained herein to the contrary, any Person who receives a Partner Interest in a transfer permitted by Section 7.3 shall become a Substituted Partner without the necessity of satisfying the conditions contained in Section 8.8(a) and (c).
