Common use of Change of Partners Clause in Contracts

Change of Partners. If Tenant is a partnership, (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 general partners of Tenant (the "Partners") shall not constitute an assignment of this Lease provided that Partners holding in the aggregate not less than 80% of the partnership interests in Tenant remain as Partners during any consecutive 12-month period (i.e., the transfer, by any of the foregoing means, of more than 20% of the partnership interests in 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 Tenant into a professional corporation, a limited liability company or a limited liability partnership, or the reorganization of Tenant from a professional corporation, limited liability company or a limited liability partnership into a partnership, shall not constitute an assignment of this Lease, provided that immediately following such reorganization the members, partners or shareholders, as the case may be, of Tenant shall be the same as those existing immediately prior to such reorganization, and shall remain fully, jointly and severally liable under this Lease as provided in this Section 29.2. 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 or a member of a limited liability company, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation or limited liability company were a Partner of Tenant. If Tenant shall become a limited liability company each individual member, member employee, new individual member or new member employee of any limited liability company which is a member of Tenant shall have the same personal liability (if any)

Change of Partners. If Tenant is a partnershipPartnership Tenant, (a) the admission of new partnersPartners, the withdrawal (in the ordinary course of business), retirement, death, incompetency or bankruptcy of any partnerPartner, or the reallocation of partnership interests among the general partners of Tenant (the "Partners") Partners shall not constitute an assignment of this Lease provided that 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 any consecutive 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, a limited liability company corporation or a limited liability partnership, or the reorganization of Tenant from a professional corporation, limited liability company corporation or a limited liability partnership into a partnership, shall not constitute an assignment of this Lease, provided that Lease unless immediately following such reorganization the members, partners 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 fullyfully liable, jointly and severally liable severally, under this Lease as provided in this Section 29.2Article 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 or a member of a limited liability companycorporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation or limited liability company were a Partner of Tenant. If Tenant shall become a limited liability company partnership, (i) each individual member, member employee, new individual member or new member employee of any limited liability company which is a member of Tenant 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 (if any)ii) each new partner admitted to such limited liability partnership shall be bound by the provisions of Section 29.1, and shall execute and deliver to Landlord the assumption agreement required pursuant to Section 29.1(e) hereof.

Change of Partners. If Tenant is a partnership, (ai) 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 general partners of Tenant (the "Partners") shall not constitute an assignment of this Lease provided that Partners holding in the aggregate not less than 80% at least 50 percent of the partnership interests in Tenant partners remain as Partners during for any consecutive 12-12 month period (i.e., the transfer, by any of the foregoing means, of more than 20% of the partnership interests in Tenant in any consecutive 12-month period shall constitute an assignment of this Lease subject to the provisions of Article 15), and (bii) the reorganization of Tenant into a professional corporation, a limited liability company or a limited liability partnership, corporation or the reorganization of Tenant from a professional corporation, limited liability company corporation into a partnership or a limited liability partnership into a partnershipcompany, shall not constitute an assignment of this Lease, provided that immediately following such reorganization the members, partners or shareholders, as the case may be, of Tenant shall be the same as those existing immediately prior to such reorganizationreorganization and subject to the provisions of the remainder of this Section. Notwithstanding the foregoing, and shall remain fullythe allocation or reallocation on one or more occasions of partnership interests of Tenant among the current partners, jointly and severally liable under Tomio Taki and/or Frank Mori and/or the estates, the heirs, and/or xxx xxxxxxs of the xxxxxxxxx families of Tomio Taki and/or Frank Mori or trusts established for the benefit xx xxx xx them shaxx xxx xx deemed to be an assignment of this Lease as provided in this Section 29.2Lease. 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 or a member of a limited liability companycorporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation or limited liability company were a Partner of Tenant. If Tenant shall become a limited liability company each individual member, member employee, new individual member or new member employee of any limited liability company which is a member of Tenant shall have the same personal liability (if any).

Change of Partners. If Tenant is a partnershipPartnership Tenant, (ai) the admission of new partnersPartners, the withdrawal (in the ordinary course of business), retirement, death, incompetency or bankruptcy of any partnerPartner, or the reallocation of partnership interests among the general partners of Tenant (the "Partners") Partners shall not constitute an assignment of this Lease provided that 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 any consecutive 12-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 12-12 month period shall constitute an assignment of this Lease subject to the provisions of Article 1516), and (bii) the reorganization of Partnership Tenant into a professional corporation, a limited liability company corporation or a limited liability partnership, or the reorganization of Tenant from a professional corporation, limited liability company corporation or a limited liability partnership into a partnership, shall not constitute an assignment of this Lease, provided that unless immediately following such reorganization the members, partners 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 shall remain fullyfully liable, jointly and severally liable severally, under this Lease as provided in this Section 29.2Article 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 or a member of a limited liability companycorporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation or limited liability company were a Partner of Tenant. If Tenant shall become a limited liability company partnership, (A) each individual member, member employee, new individual member or new member employee of any limited liability company which is a member of Tenant 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 (if any)B) each new partner admitted to such limited liability partnership shall be bound by the provisions of Section 29.1, and shall execute and deliver to Landlord the assumption agreement required pursuant to Section 29.1(v) hereof.

Change of Partners. If Tenant is a partnershipPartnership Tenant, (a) the admission of new partnersPartners, the withdrawal (in the ordinary course of business), retirement, death, incompetency or bankruptcy of any partnerPartner, or the reallocation of partnership interests among the general partners of Tenant (the "Partners") Partners shall not constitute an assignment of this Lease provided that 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 any consecutive 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 12-12- 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, a limited liability company corporation or a limited liability partnership, or the reorganization of Tenant from a professional corporation, limited liability company corporation or a limited liability partnership into a partnership, shall not constitute an assignment of this Lease, provided that Lease unless immediately following such reorganization the members, partners 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 fullyfully liable, jointly and severally liable severally, under this Lease as provided in this Section 29.2Article 29. If Tenant shall become a professional corporation, each individual shareholder, 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 or a member of a limited liability companycorporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation or limited liability company were a Partner of Tenant. If Tenant shall become a limited liability company partnership, (i) each individual member, member employee, new individual member or new member employee of any limited liability company which is a member of Tenant 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 (if any)ii) each new partner admitted to such limited liability partnership shall be bound by the provisions of Section 29.1, and shall execute and deliver to Landlord the assumption agreement required pursuant to Section 29.1(e) hereof.

Change of Partners. If Tenant is a partnershipPartnership Tenant, (a) the admission of new partners, the withdrawal (in the ordinary course of business), retirement, death, incompetency or bankruptcy of any partnerPartner, or the reallocation of partnership interests among the general partners of Tenant (the "Partners") Partners shall not constitute an assignment of this Lease provided that 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 any consecutive 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, a limited liability company corporation or a limited liability partnership, or the reorganization of Tenant from a professional corporation, limited liability company corporation or a limited liability partnership into a partnership, shall not constitute an assignment of this Lease, provided that Lease unless immediately following such reorganization the members, partners 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 fullyfully liable, jointly and severally liable severally, under this Lease as provided in this Section 29.2Article 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 or a member of a limited liability companycorporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation or limited liability company were a Partner of Tenant. If Tenant shall become a limited liability company partnership, (i) each individual member, member employee, new individual member or new member employee of any limited liability company which is a member of Tenant 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 (if any)ii) each new partner admitted to such limited liability partnership shall be bound by the provisions of Section 29.1, and shall execute and deliver to Landlord the assumption agreement required pursuant to Section 29.1(e) hereof.

Change of Partners. If Tenant is a partnership, (ai) 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 general partners of Tenant (the "Partners") shall not constitute an assignment of this Lease provided that Partners holding in the aggregate not less than 80% of the partnership interests in Tenant remain as Partners during any consecutive 12-month period (i.e., the transfer, by any of the foregoing means, of more than 20% of the partnership interests in Tenant in any consecutive 12-month period shall constitute an assignment of this Lease subject to the provisions of Article 15), and (bii) the reorganization of Tenant into a professional corporation, a limited liability company or a limited liability partnership, corporation or the reorganization of Tenant from a professional corporation, limited liability company or a limited liability partnership corporation into a partnership, shall not constitute an assignment of this Lease, provided that immediately following such reorganization the members, partners or shareholders, as the case may be, of Tenant shall be the same as those existing immediately prior to such reorganization, reorganization and shall remain fully, jointly and severally liable under subject to the provisions of the remainder of this Lease as provided in this Section 29.2Section. 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 or a member of a limited liability companycorporation, such individual shall have the same personal liability under this Lease as such individual would have if he and not the professional corporation or limited liability company were a Partner of Tenant. If Tenant shall become a limited liability company each individual member, member employee, new individual member or new member employee of any limited liability company which is a member of Tenant shall have the same personal liability (if any).