Common use of New Partners Clause in Contracts

New Partners. Any Person, not then a Partner, to whom a Partnership Interest shall be transferred in accordance with the provisions hereof shall not, notwithstanding such transfer, become a Partner hereunder unless such Person shall, in a written instrument reasonably satisfactory to the Partners, expressly assume and agree to be bound by all of the terms and provisions of this Agreement. All reasonable costs and expenses incurred by the Partnership in connection with any transfer, and, if applicable, the admission of a Person as a Partner hereunder, shall be paid by the transferring Person. If a Partnership Interest is transferred in accordance with the provisions hereof and the transferee refuses to execute an agreement to be bound by all of the terms and provisions of this Agreement, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Partner hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Partnership with respect to the interest transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon compliance with the provisions hereof, and upon execution and delivery of the aforesaid written instrument by the transferee, the transferee shall be admitted to the Partnership as a Partner, the transferor shall withdraw from the Partnership to the extent of its transferred Partnership Interest, and, subject to Section 8.2, the transferor shall be relieved of any further liabilities or obligations as a Partner to the extent of its transferred Partnership Interest from and after the effective date of such transfer, but shall continue to be liable for any matters arising prior to the effective date of such transfer.

New Partners. Any Person, not then a Partner, to whom a Partnership Interest shall be transferred in accordance with the provisions hereof shall not, notwithstanding such transfer, become a Partner hereunder unless such Person shall, in a written instrument reasonably satisfactory to the Partners, expressly assume and agree to be bound by all of the terms and provisions of this Agreement. All reasonable costs and expenses incurred by the Partnership in connection with any transfer, and, if applicable, the admission of a Person as a Partner hereunder, shall be paid by the transferring Person. If a Partnership Interest is transferred in accordance with the provisions hereof and the transferee refuses to execute an agreement to be bound by all of the terms and provisions of this Agreement, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Partner hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Partnership with respect to the interest transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon compliance with the provisions hereof, and upon execution and delivery of the aforesaid written instrument by the transferee, the transferee shall be admitted to the Partnership as a Partner, the transferor shall withdraw from the Partnership to the extent of its transferred Partnership Interest, and, subject to Section 8.2any debts or obligations owed by the transferor to the Partnership that are not assumed by the transferee, the transferor shall be relieved of any further liabilities or obligations as a Partner to the extent of its transferred Partnership Interest from and after the effective date of such transfer, but shall continue to be liable for any matters arising prior to the effective date of such transfer.

New Partners. Any Person, not then a Partner, to whom a Partnership Interest shall be transferred in accordance with the provisions hereof shall not, notwithstanding such transfer, become a Partner hereunder unless such Person shall, in a written instrument reasonably satisfactory to the all other Partners, expressly assume and agree to be bound by all of the terms and provisions of this Agreement. All reasonable costs and expenses incurred by the Partnership in connection with any transfer, and, if applicable, the admission of a Person as a Partner hereunder, shall be paid by the transferring Person. If a Partnership Interest Unit is transferred in accordance with the provisions hereof and the transferee refuses to execute an agreement to be bound by all of the terms and provisions of this Agreement, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Partner hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Partnership with respect to the interest transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon compliance with the provisions hereof, and upon execution and delivery of the aforesaid written instrument by the transferee, the transferee shall be admitted to the Partnership as a Partner, the transferor shall withdraw from the Partnership to the extent of its transferred Partnership InterestUnits, and, subject to Section 8.2, the transferor shall be relieved of any further liabilities or obligations as a Partner to the extent of its transferred Partnership Interest Units from and after the effective date of such transfer, but shall continue to be liable for any matters arising prior to the effective date of such transfer.

New Partners. Any Person, not then a Partner, to whom a Partnership Interest shall be transferred in accordance with the provisions hereof shall not, notwithstanding such transfer, become a Partner hereunder unless such Person shall, in a written instrument reasonably satisfactory to the Partners, expressly assume and agree to be bound by all of the terms and provisions of this Agreement. All reasonable costs and expenses incurred by the Partnership in connection with any transfer, and, if applicable, the admission of a Person as a Partner hereunder, shall be paid by the transferring Person. If a Partnership Interest is transferred in accordance with the provisions hereof and the transferee refuses to execute an agreement to be bound by all of the terms and provisions of this Agreement, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Partner hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Partnership with respect to the interest transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon compliance with the provisions hereof, and upon execution and delivery of the aforesaid written instrument by the transferee, the transferee shall be admitted to the Partnership as a Partner, the transferor shall withdraw from the Partnership to the extent of its transferred Partnership Interest, and, subject to Section 8.210.2, the transferor shall be relieved of any further liabilities or obligations as a Partner to the extent of its transferred Partnership Interest from and after the effective date of such transfer, but shall continue to be liable for any matters arising prior to the effective date of such transfer.

New Partners. Any Person, not then a Partner, to whom a Partnership Interest shall be transferred in accordance with the provisions hereof shall not, notwithstanding such transfer, become a Partner hereunder unless such Person shall, in a written instrument reasonably satisfactory to the Partners, expressly assume and agree to be bound by all of the terms and provisions of this Agreement. All reasonable costs and expenses incurred by the Partnership in connection with any transfer, and, if applicable, the admission of a Person as a Partner hereunder, shall be paid by the transferring Person. If a Partnership Interest is transferred in accordance with the provisions hereof and the transferee refuses to execute an agreement to be bound by all of the terms and provisions of this Agreement, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Partner hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Partnership with respect to the interest transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon compliance with the provisions hereof, and upon execution and delivery of the aforesaid written instrument by the transferee, the transferee shall be admitted to the Partnership as a Partner, the transferor shall withdraw from the Partnership to the extent of its transferred Partnership Interest, and, subject to Section 8.2, . the transferor shall be relieved of any further liabilities or obligations as a Partner to the extent of its transferred Partnership Interest from and after the effective date of such transfer, but shall continue to be liable for any matters arising prior to the effective date of such transfer.

New Partners. Any Person, person or entity not then a Partner, partner to whom which a Partnership Interest shall be transferred in accordance with the above provisions hereof shall not, notwithstanding such transfer, not become a Partner hereunder unless unless, among other things, such Person person or entity shall, in a written instrument reasonably satisfactory to the Partnerswriting, expressly assume and agree to be bound by all of the terms and provisions conditions of this Joint Venture Agreement. Each such person or entity shall also cause to be delivered to the Joint Venture, at its sole cost and expense, a favorable written opinion of legal counsel reasonably acceptable to the General Partner to the effect that (i) the transfer of a Partnership Interest to such person or entity does not violate any applicable federal or state securities law and (ii) such person or entity has the legal right, power and capacity to own the Partnership Interest being transferred to it. All reasonable costs and expenses incurred by the Partnership Joint Venture in connection with any transfer, and, if applicable, the admission of a Person any person or entity as a Partner partner hereunder, shall be paid by the transferring Persontransferor. In addition, no transferee of a Partner's Partnership Interest shall have the right to become a substitute limited partner of the Joint Venture except upon the express written consent and approval of the Committee. If a Partnership Interest is transferred in accordance with the provisions hereof of this Article, and the transferee refuses to execute an agreement to be bound by all of the terms and provisions conditions of this Agreement, or if other conditions to the admission of such person or entity as a partner herein shall not have been satisfied, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Partner hereunder partner hereunder, and such transferee shall be entitled to a share of the profits but shall have no right to participate in the affairs of the Joint Venture and shall bear its share of losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Partnership with respect to the interest transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon compliance with the provisions hereofof this Section, and upon execution and delivery admission of the aforesaid written instrument by the transfereetransferee as a new partner, the transferee shall be admitted to the Partnership as a Partnertransferror shall, the transferor shall withdraw from the Partnership to the extent of the portion of its transferred Partnership Interest so transferred, be deemed to have withdrawn from the Partnership. Anything herein contained to the contrary notwithstanding, no person, including, without limitation, a substitute Partner in the Joint Venture admitted in connection with the transfer of any Partnership Interest, andshall have the right to designate or elect any member of the Committee unless such person or entity shall own more than a twenty-five percent (25%) Partnership Percentage, subject to Section 8.2, the transferor and each Partner owning more than a twenty-five percent (25%) Partnership Percentage shall be relieved entitled to elect two (2) members of any further liabilities or obligations as a Partner to the extent of its transferred Partnership Interest from and after the effective date of such transfer, but shall continue to be liable for any matters arising prior to the effective date of such transferCommittee.

New Partners. Any Person, not then a Partner, to whom a Partnership Interest shall be transferred in accordance with the provisions hereof shall not, notwithstanding such transfer, become a Partner hereunder unless such Person shall, in a written instrument reasonably satisfactory to the Partners, expressly assume and agree to be bound by all of the terms and provisions of this Agreement. All reasonable costs and expenses incurred by the Partnership in connection with any transfer, and, if applicable, the admission of a Person as a Partner hereunder, shall be paid by the transferring Person. If a Partnership Interest is transferred in accordance with the provisions hereof and the transferee refuses to execute an agreement to be bound by all of the terms and provisions of this Agreement, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Partner hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Partnership with respect to the interest transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Person Upon compliance with the provisions hereof, and upon execution and delivery of the aforesaid written instrument by the transferee, the transferee shall be admitted to the Partnership as a Partner, the transferor shall withdraw from the Partnership to the extent of its transferred Partnership Interest, and, subject to Section 8.2any debts or obligations owed by the transferor to the Partnership that are not assumed by the transferee, the transferor shall be relieved of any further liabilities or obligations as a Partner to the extent of its transferred Partnership Interest from and after the effective date of such transfer, but shall continue to be liable for any matters arising prior to the effective date of such transfer.