Common use of Substituted Limited Partners Clause in Contracts

Substituted Limited Partners. A. Except as otherwise expressly provided in the last sentence of this Section 11.4.A, no Limited Partner shall have the right to substitute a transferee as a Limited Partner in its place without the consent of the General Partner, which consent may be granted or withheld by the General Partner in its sole and absolute discretion. The General Partner's failure or refusal to permit a transferee of a Limited Partnership Interest to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner. Notwithstanding anything to the contrary contained above in this Section 11.4.A, if the transferee of a Limited Partnership Interest is a Person listed on Exhibit E attached hereto, the General Partner shall be required to admit such transferee as a Substituted Limited Partner, provided that (i) the transfer of the Limited Partnership Interest to such Person is not prohibited under the provisions of Sections 11.3.C through G hereof, and (ii) such transferee complies with the provisions of the second sentence of Section 11.4.B hereof.

Substituted Limited Partners. A. Except as otherwise expressly provided in the last sentence of this Section 11.4.A, no Limited Partner shall have the right to substitute a transferee as a Limited Partner in its place without the consent of the General Partner, which consent may be granted or withheld by the General Partner in its sole and absolute discretion. The General Partner's ’s failure or refusal to permit a transferee of a Limited Partnership Interest to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner. Notwithstanding anything to the contrary contained above in this Section 11.4.A, if the transferee of a Limited Partnership Interest is a Person listed on Exhibit E attached hereto, the General Partner shall be required to admit such transferee as a Substituted Limited Partner, provided that (i) the transfer of the Limited Partnership Interest to such Person is not prohibited under the provisions of Sections 11.3.C through G hereof, and (ii) such transferee complies with the provisions of the second sentence of Section 11.4.B hereof.