Common use of Substituted Partners Clause in Contracts

Substituted Partners. No transferee of a transferred Limited Partner Interest shall be admitted as a Limited Partner ("Substituted Partner") until each of the following conditions has been satisfied: (a) the Board of Directors approves of such action by written consent, which may be withheld or granted in the sole and absolute discretion of the Board of Directors; (b) the execution and delivery to the Partnership of a counterpart of this Agreement by the Substituted Partner or its agent or attorney-in-fact; (c) receipt by the Partnership of other written instruments reasonably necessary to complete the transfer that are in form and substance satisfactory to the Board of Directors (as determined in its sole and absolute discretion); (d) payment by the Substituted Partner to the Partnership of an amount determined by the Board of Directors to be equal to the costs and expenses incurred in connection with such assignment, including, without limitation, costs incurred in preparing and filing such amendments to this Agreement as may be required; (e) the updating of the books and records of the Partnership and Schedule A hereto as soon as reasonably practicable to reflect the Person's admission as a Substituted Partner; (f) if required by the Board of Directors in its sole and absolute discretion, execution and affirmation to an instrument by the terms of which such Person acknowledges that the relevant transfer of Interests have not been registered under the Securities Act of 1933, as amended, or any applicable state securities laws, and covenants, represents and warrants that such Person acquired the relevant Interests for investment only and not with a view to the resale or distribution thereof; and (g) any other information or documentation similar to that described in Section 9.5(f) as the Board of Directors may request;

Substituted Partners. No transferee assignee of the whole or any portion of a transferred Limited -------------------- Partner's Interest in the Partnership shall have the right to become a substituted Partner Interest shall be admitted as a Limited Partner ("Substituted Partner") until each in the place of his assignor unless all of the following conditions has been are satisfied: (a) The fully executed and acknowledged written instrument of assignment that has been filed with the Board of Directors approves of such action by written consent, which may be withheld or granted in Partnership sets forth the sole and absolute discretion intention of the Board of Directorsassignor that the assignee become a substituted Partner in his place; (b) The assignor and assignee execute and acknowledge such other instruments as the execution Management Committee may deem necessary or desirable to effect such admission, including the written acceptance and delivery to adoption by the Partnership assignee of a counterpart the provisions of this Agreement Agreement, the form and content of which shall be provided by the Substituted Partner or its agent or attorney-in-factManagement Committee; (c) receipt by the Partnership of other written instruments reasonably necessary Any transfer fee and legal expenses, if any, referred to complete the transfer that are in form and substance satisfactory paragraph (a) above required to the Board of Directors (as determined in its sole and absolute discretion)be paid shall have been paid; (d) payment by the Substituted Partner to the Partnership The transfer shall not be in violation of an amount determined by the Board of Directors to be equal to the costs and expenses incurred in connection with such assignmentany applicable federal or state securities laws, including, without limitation, costs incurred in preparing and filing such amendments to this Agreement as may be required; (e) the updating of the books and records of the Partnership and Schedule A hereto as soon as reasonably practicable to reflect the Person's admission as a Substituted Partner; (f) if required by the Board of Directors in its sole and absolute discretion, execution and affirmation to an instrument by the terms of which such Person acknowledges that the relevant transfer of Interests have not been registered under including the Securities Act of 1933, as amended, or any applicable state securities laws, it being understood and covenants, represents and warrants agreed that the Management Committee may require as a condition of such Person acquired transfer that the relevant Interests for investment only and not Partnership be furnished with a view an appropriate opinion of counsel to the resale or distribution thereofforegoing effect, which counsel and opinion shall be satisfactory to the Management Committee; and (ge) any other information The Management Committee has consented to the assignment (which consent may be granted or documentation similar to that described in Section 9.5(f) as withheld at the Board sole discretion of Directors may request;the Management Committee).

Substituted Partners. No transferee assignee of the whole or any portion of a transferred Limited -------------------- Partners' Interest in the Partnership shall have the right to become a substituted Partner Interest shall be admitted as a Limited Partner ("Substituted Partner") until each in the place of his assignor unless all of the following conditions has been are satisfied: (a) the Board fully executed and acknowledged written instrument of Directors approves of such action by written consent, which may be withheld or granted in assignment that has been filed with the sole and absolute discretion Partnership sets forth the intention of the Board of Directorsassignor that the assignee become a substituted Partner in his place; (b) the execution assignor and assignee execute and acknowledge such other instruments as the Management Committee may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment and delivery to the Partnership Management Committee of a counterpart Power of this Agreement Attorney, the form and content of which shall be provided by the Substituted Partner or its agent or attorney-in-factManagement Committee; (c) receipt by the Partnership of other written instruments reasonably necessary any transfer fee and legal expenses, if any, referred to complete the transfer that are in form and substance satisfactory paragraph (a) above required to the Board of Directors (as determined in its sole and absolute discretion)be paid shall have been paid; (d) payment by the Substituted Partner to the Partnership transfer shall not be in violation of an amount determined by the Board of Directors to be equal to the costs and expenses incurred in connection with such assignmentany applicable federal or state securities laws, including, without limitation, costs incurred in preparing and filing such amendments to this Agreement as may be required; (e) the updating of the books and records of the Partnership and Schedule A hereto as soon as reasonably practicable to reflect the Person's admission as a Substituted Partner; (f) if required by the Board of Directors in its sole and absolute discretion, execution and affirmation to an instrument by the terms of which such Person acknowledges that the relevant transfer of Interests have not been registered under including the Securities Act of 1933, as amended, or any applicable state securities lawsnor shall it cause the termination of the Partnership under Section 708(b) of the Code, it being understood and covenants, represents and warrants agreed that the Management Committee may require as a condition to such Person acquired transfer that the relevant Interests for investment only and not Partnership be furnished with a view an appropriate opinion of counsel to the resale or distribution thereofforegoing effect, which counsel and opinion shall be satisfactory to the Management Committee; and (ge) any other information the Management Committee has consented to the assignment (which consent may be granted or documentation similar to that described in Section 9.5(f) as withheld at the Board sole discretion of Directors may request;the Management Committee).

Substituted Partners. No transferee assignee of the whole or any portion of a transferred Limited -------------------- Partners' Interest in the Partnership shall have the right to become a substituted Partner Interest shall be admitted as a Limited Partner ("Substituted Partner") until each in the place of his assignor unless all of the following conditions has been are satisfied: (a) the Board fully executed and acknowledged written instrument of Directors approves of such action by written consent, which may be withheld or granted in assignment that has been filed with the sole and absolute discretion Partnership sets forth the intention of the Board of Directorsassignor that the assignee become a substituted Partner in his place; (b) the execution assignor and assignee execute and acknowledge such other instruments as the Management Committee may deem necessary or desirable to effect such admission, including the written acceptance and adoption by the assignee of the provisions of this Agreement and his execution, acknowledgment, and delivery to the Partnership Management Committee of a counterpart Power of this Agreement Attorney, the form and content of which shall be provided by the Substituted Partner or its agent or attorney-in-factManagement Committee; (c) receipt by the Partnership of other written instruments reasonably necessary any transfer fee and legal expenses, if any, referred to complete the transfer that are in form and substance satisfactory paragraph (a) above required to the Board of Directors (as determined in its sole and absolute discretion)be paid shall have been paid; (d) payment by the Substituted Partner to the Partnership transfer shall not be in violation of an amount determined by the Board of Directors to be equal to the costs and expenses incurred in connection with such assignmentany applicable federal or state securities laws, including, without limitation, costs incurred in preparing and filing such amendments to this Agreement as may be required; (e) the updating of the books and records of the Partnership and Schedule A hereto as soon as reasonably practicable to reflect the Person's admission as a Substituted Partner; (f) if required by the Board of Directors in its sole and absolute discretion, execution and affirmation to an instrument by the terms of which such Person acknowledges that the relevant transfer of Interests have not been registered under including the Securities Act of 1933, as amended, or any applicable state securities lawsnor shall it cause the termination of the Partnership under Section 708(b) of the Code, it being understood and covenants, represents and warrants agreed that the Management Committee may require as a condition to such Person acquired transfer that the relevant Interests for investment only and not Partnership be furnished with a view an appropriate opinion of counsel to the resale or distribution thereofforegoing effect, which counsel and opinion shall be satisfactory to the Management Committee; and (ge) any other information the Management Committee has consented to the assignment (which consent may be granted or documentation similar to that described in Section 9.5(f) as withheld at the Board sole discretion of Directors may request;the Management Committee).