Change of Partners Sample Clauses

Change of Partners. This Agreement may be amended by the General Partner, without notice to or consent of any other Partners, to reflect the admission, resignation or withdrawal of any Partner or the assignment by any Partner of the whole or any part of such Partner’s interest in the Partnership, under or pursuant to the terms hereof or the Civil Code or any other applicable law.

Change of Partners. If Tenant is a Partnership Tenant, (a) the admission of new Partners, the withdrawal (in the ordinary course of business), retirement, death, incompetency or bankruptcy of any Partner, or the reallocation of partnership interests among the Partners shall constitute an assignment of this Lease unless Partners holding in the aggregate not less than 80% of the partnership interests in Partnership Tenant immediately prior to such event remain as Partners holding not less than 80% of the partnership interests in Partnership Tenant during the 12-month period immediately following such event (i.e., the transfer, by any of the foregoing means, of more than 20% of the partnership interests in Partnership Tenant in any consecutive 12-month period shall constitute an assignment of this Lease subject to the provisions of Article 15), and (b) the reorganization of Partnership Tenant into a professional corporation or a limited liability partnership, or the reorganization of Tenant from a professional corporation or a limited liability partnership into a partnership, shall constitute an assignment of this Lease unless immediately following such reorganization the Partners or shareholders, as the case may be, of Tenant shall be the same as those existing immediately prior to such reorganization, and shall acknowledge in writing to Landlord that they remain fully liable, jointly and severally, under this Lease as provided in this Article 29. If Tenant shall become a professional corporation, each individual shareholder, shareholder-employee, new individual shareholder and new shareholder-employee of any professional corporation which is a shareholder in Tenant shall have the same personal liability (if any) as such individual or shareholder-employee would have under this Lease if Tenant were a partnership and such individual or shareholder-employee were a Partner or admitted as a new Partner. If any individual Partner in Tenant is or becomes a shareholder-employee of a professional corporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation were a Partner of Tenant. If Tenant shall become a limited liability partnership, (i) each Partner therein shall continue to have the same personal liability as such Partner had under this Lease prior to Tenant becoming a limited liability partnership, and (ii) each new partner admitted to such limited liability partnership shall be bound ...

Change of Partners. Landlord acknowledges that (a) so long as ------------------ Tenant or a permitted assignee of Tenant is not a partnership, this Section shall be deemed to be inapplicable; and (b) as of the date hereof, Tenant is a corporation and not a partnership. If Tenant is a partnership, (a) the admission of new partners, the withdrawal, retirement, death, incompetency or bankruptcy of any partner, or the reallocation of partnership interests among the partners of Tenant (the "Partners") shall not constitute an assignment of this Lease provided that Partners holding in the

Change of Partners. The admission, dilution, substitution, termination or withdrawal of any Partner in accordance with the provisions of this Agreement;

Change of Partners. If Tenant is a Partnership Tenant, the admission of new Partners, the withdrawal (in the ordinary course of business), retirement, death, incompetency or bankruptcy of any Partner, or the reallocation of partnership interests among the Partners shall constitute an assignment of this Lease unless Partners holding in the aggregate not less than 80% of the partnership interests in Partnership Tenant immediately prior to such event remain as Partners holding not less than 80% of the partnership interests in Partnership Tenant during the 12-month period immediately following such event (i.e., the transfer, by any of the foregoing means, of more than 20% of the partnership interests in Partnership Tenant in any consecutive 12-month period shall constitute an assignment of this Lease subject to the provisions of Article 15).

Change of Partners. ARM shall comply with all applicable provisions of the Investment Advisers Act of 1940, as amended, including, but not limited to, the requirement that ARM give notice to Client of any change in the partners of ARM and the requirement that ARM not assign the Agreement without the prior consent of Client.

Change of Partners. 16.1 The General Partner may be removed as General Partner and a new General Partner appointed by an Extraordinary Resolution to that effect. The General Partner may resign voluntarily upon given 45 days written notice to the Limited Partners. 16.2 The rights and obligations of a Partner under this Agreement may not be transferred without the consent of the General Partner which consent shall not be unreasonably withheld. Consent is not required in the case of a transfer to a person or an entity controlling more than 50% of the voting shares of the Partner or controlled in the same manner by the latter. In any case, the transferee must assume all of the obligations of the Partner with respect to the Partnership and upon such assumption the transferring Partner shall be released from its obligations under this Agreement as of the date of such transfer. Any transfer made without consent does not release the transferring Partner of its obligations as set out in the present Agreement. 16.3 In the event of a change of the General Partner, the Partnership and the Partners shall release and hold harmless the former General Partner from and against all actions, claims, costs, demands, losses, damages and expenses with respect to events occurring after the effective date of removal or resignation of the former General Partner. 16.4 Each assignee or transferee of the interest of a Partner in the Partnership shall become bound by the provisions of this Agreement without execution of further instruments except as may be required pursuant to applicable law.