Laserfiche WebLink
interest; and (c) executes a copy of this Agreement. The General <br /> Partner also may require, as a condition to the admission of a <br /> substituted Limited Partner, that the Assignee submit an opinion <br /> of counsel, satisfactory in form and substance to the General <br /> Partner, stating that the assignment shall not violate any state <br /> and federal securities laws or cause the termination of the <br /> Partnership for federal income tax purposes. The admission of a <br /> substituted Partner shall be effective as of the close of the day <br /> on which the General Partner has given its consent to the <br /> substitution. Except as provided in Section 10.3.2, the General <br /> Partner may withhold its consent to the substitution of a Limited <br /> Partner in its sole discretion. <br /> 10.6 No Release or Waiver. <br /> Neither the provisions of, nor consummation of the <br /> transactions contemplated by, this Section 10 shall constitute a <br /> release or waiver of any claims or rights which the Partnership <br /> or any Partner may have against the Partnership or any of the <br /> Partners as a consequence of a breach of this Agreement. <br /> SECTION 11: GENERAL PARTNER'S RIGHT OF FIRST REFUSAL <br /> If the Partnership receives a bona fide offer from a <br /> third party to purchase the Development and the Partners, <br /> pursuant to Sections 8.1 and 8.2, vote to accept the offer, the <br /> General Partner shall have the right, for a period of forty -five <br /> (45) days from the date on which the Partners vote to accept the <br /> offer, to give notice to all Limited Partners of the General <br /> Partner's intent to purchase the Development from the Partnership <br /> -57- <br />