Death, Incompetency Sample Clauses

Death, Incompetency or Dissolution of a Limited Partner. The death, legal incompetency, bankruptcy, or dissolution of a Limited Partner shall not dissolve the Partnership. The rights and obligations of such Limited Partner to share in the net income, net loss, net profit, Cash Flow, profit and loss of the Partnership, to receive distributions of Partnership funds, and to transfer the Limited Partner's Partnership Interest pursuant to this Article Ten, upon the happening of such an event, shall devolve upon such Limited Partner's legal representative or successor in interest, as the case may be, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. Upon the death of a Limited Partner, the Limited Partner's legal representative shall have all the other rights of a Limited Partner solely for the purpose of settling the Limited Partner's estate. In no event, however, may such estate, legal representative, or other successor in interest become a Substituted Limited Partner except in accordance with Sections 10.2 and 10.3 hereof. Each Limited Partner's estate or other successor in interest shall be liable for all the obligations and liabilities of such Limited Partner. ARTICLE ELEVEN
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Death, Incompetency. Bankruptcy, Dissolution or Withdrawal of a General Partner. (a) Subject to the provisions of Articles 17.1(e) and 17.2 hereof, the death, incompetency, bankruptcy or dissolution of a General Partner shall dissolve the Partnership. In the event that, following the death, incompetency, bankruptcy or dissolution of a General Partner, the remaining General Partner or General Partners (if any) elect to continue the business of the Partnership pursuant to Article 17.2, or if the business of the Partnership is otherwise continued pursuant to Article 17.2, the Partnership shall have the obligation, in accordance with Article 17.2, to purchase the Partnership Interest of such General Partner at a purchase price determined in accordance with Article 15.5 hereof. (b) A General Partner may withdraw, whether through resignation or otherwise, or transfer all of his General Partner's Partnership Interest at any time provided that he shall give at least sixty (60) days prior written notice to the Limited Partners of such resignation, and such withdrawal shall become effective at the expiration of such sixty-day period. The last remaining General Partner may withdraw or transfer all of his General Partner's Partnership Interest only if (i) he shall give the notice specified in the foregoing sentence, (ii) in such notice, he shall nominate as a substituted General Partner a willing person or entity that, in such General Partner's reasonable discretion, meets the requirements for qualification of the Partnership as a partnership for federal income tax purposes, and (iii) a majority in interest of Limited Partners' Capital shall consent in writing to such withdrawal, resignation, or transfer. Such General Partner shall, concurrently with the request for such consent, identify to the Limited Partners the interest to be transferred, the date of the transfer, the proposed transferee and the proposed substituted General Partner, if any, who shall in such General Partner's reasonable discretion meet the requirements for qualification of the Partnership as a partnership for federal income tax purposes. If the Limited Partners consent to a transfer of such General Partner's Partnership Interest by the requisite majority, the nominated substituted General Partner shall seek admission to the Partnership in accordance with the provisions of Article 15.4 hereof prior to the withdrawal of such General Partner, and the withdrawal, resignation or transfer of such General Partner shall beco...
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Death, Incompetency. If Grantor, any of the Guarantors, or any General Partner or Manager of Grantor is an individual, the death or incompetency of such Person, except where applicable law limits or prohibits Beneficiary's declaration of a default based on such occurrences; provided, however, that Beneficiary shall not declare an Event of Default to exist based solely on the death or mental incompetence of any individual Guarantor, General Partner, or Manager if, within ninety (90) days after the occurrence of such event, (a) in the case of the death or mental incompetence of a Guarantor, Grantor causes a substitute guarantor to execute and deliver to Beneficiary a continuing guaranty in the form previously executed by the affected Guarantor, and Beneficiary in good faith determines that such substitute guarantor’s financial condition is comparable to that of the affected Guarantor and that such substitute Guarantor is otherwise reasonably acceptable to Beneficiary; and (b) in the case of the death or mental incompetence of a General Partner or Manager, Grantor causes a substitute general partner or manager, as applicable, to be admitted to Grantor or appointed, and Beneficiary in good faith determines that the financial condition, credit history, character, experience, ability and expertise of such substitute general partner or manager are comparable to the affected General Partner or Manager and that such substitute general partner or manager is otherwise reasonably acceptable to Beneficiary;
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Death, Incompetency. Insolvency or Dissolution of a Member; Dissociation. The death, incompetency, insolvency or dissolution or other event causing a Member’s dissociation shall not terminate the Company. Upon the death of a Member, his executor, administrator, or successor in interest shall have all of the rights and duties of a Member for the purpose of settling his estate. A Member who willfully withdraws as a Member under Section 35-45(1) of the Act shall be considered in breach of this Agreement, and shall be liable to the Company and the other Members for any damages caused by the dissociation. In the event a Member is dissociated from the Company upon the occurrence of any event described under Section 35 - 45 of the Act, the transferee or other successor in interest to the dissociated Member shall be subject to this Agreement. The Company shall have no obligation to purchase the Units of a dissociated Member under or otherwise; and no Member who suffers an event of dissociation or a successor thereto may require the Company to redeem or otherwise purchase their Units. A dissociated Member shall only have such rights to distributions with respect to his Units that he would have if such Member had not dissociated; that is, at such time as
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Death, Incompetency. All directions given by Advisor, either before or after the Client's death or incapacity, in his opinion deemed reliable, shall be binding upon any legal representative (or successors) and Advisor shall be held harmless by Client, legal representatives, or successors from all liability arising from directions so given.
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Death, Incompetency. Etc. of a Limited Partner ...................... 9 12.4 Assignment of General Partner's Interest ............................ 9 12.5 Admission of New Partners ........................................... 9 12.6 Merger .............................................................. 9
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Death, Incompetency or Dissolution of a Limited Partner. ------------------------------------------------------- The death of a Limited Partner (or of the primary beneficiary of a trust which is a Limited Partner), legal incompetence of a Limited Partner (or such primary beneficiary), or dissolution of a Limited Partner shall not dissolve or terminate the Partnership. In such event, the legal representative or successor of such Limited Partner shall have all of the rights of a Limited Partner in the Partnership to the extent of the interest of the deceased or incompetent or dissolved Limited Partner, subject to the terms and conditions of this Agreement, and if the successor in interest (or beneficial owner) is not a Permitted Transferee, then the provisions of Section 10.4 shall apply and, if neither the Partnership nor the other unaffected Partners elect to purchase the Units of such Limited Partner, the successor may become a Substitute Limited Partner upon compliance with the provisions of Section 10.1(c).
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Related to Death, Incompetency

  • Incompetency Inefficiency.

  • Incompetence Willful misconduct;

  • Death, Incompetency, or Bankruptcy of Member On the death, adjudicated incompetence, or bankruptcy of a Member, unless the Company exercises its rights under Section 8.5, the successor in interest to the Member (whether an estate, bankruptcy trustee, or otherwise) will receive only the economic right to receive distributions whenever made by the Company and the Member's allocable share of taxable income, gain, loss, deduction, and credit (the "Economic Rights") unless and until a majority of the other Members determined on a per capita basis admit the transferee as a fully substituted Member in accordance with the provisions of Section 8.3. 8.4.1 Any transfer of Economic Rights pursuant to Section 8.4 will not include any right to participate in management of the Company, including any right to vote, consent to, and will not include any right to information on the Company or its operations or financial condition. Following any transfer of only the Economic Rights of a Member's Interest in the Company, the transferring Member's power and right to vote or consent to any matter submitted to the Members will be eliminated, and the Ownership Interests of the remaining Members, for purposes only of such votes, consents, and participation in management, will be proportionately increased until such time, if any, as the transferee of the Economic Rights becomes a fully substituted Member.

  • Death or Incompetence You agree to notify us promptly in writing if any account holder or other person with a right to withdraw funds from your account dies or becomes legally incompetent. We may continue to honor all instructions and funds transfer requests from such a person until: (a) we know, with reasonable certainty, of the death or legal incompetence of an account holder or other person with a right to withdraw funds, and (b) we have had a reasonable opportunity to act on that knowledge. You agree that we may honor funds transfers requested or initiated on or before the date of death or legal incompetence of an account holder or other person with a right to withdraw funds for up to ten (10) days after we determine that death or legal incompetence occurred, unless we are ordered to stop payment by someone with or claiming a legitimate interest in the account. We may require a reasonable proof of death or adjudication of incompetence. Until we receive notice and any required proof of death or incompetence, we may act as if all account holders and other persons with a right to withdraw funds are alive and competent. We may restrict access to your account upon notice of your death or legal incompetence until the appropriate documentation is provided to us by your executor, administrator or legal representative. Where a Joint Account owner dies, we may require the surviving Joint Account owner to provide us with certain documentation satisfactory to us before we will release the remaining funds in a Joint Account. Transferring Account Ownership. You may not transfer, assign or pledge any account without our Disputed Ownership of an Account. If we receive any conflicting instructions or claims to funds that are in an account, we may, in our sole discretion: (a) restrict the account and deny access to the funds; (b) hold the funds without liability to anyone until the conflicting claims are resolved to our satisfaction; (c) close the account and send the funds to the owner(s) of the account at the address on our records; and/or (d) refer the matter to an appropriate court or arbitrator for judgment or decision. (See also the “Dispute Resolution” section at the end of this agreement.) If we are notified of a dispute, we do not have to decide if the dispute has merit before we take further action. We may take these actions without any liability and without advance notice, unless required by applicable law. Levies and Garnishments. We must comply if we are served with any notice of garnishment or attachment, tax levy, injunction, restraining order, subpoena, or other legal process relating to your account. We may charge a legal process fee and may assess this fee against any account you maintain with us, including the account that is subject to the legal process. Levies and garnishments are subject to our right of set-off and security interests to the fullest extent permitted by applicable law. CLOSING OR FREEZING ACCOUNTS, INACTIVE ACCOUNTS Closing or Freezing Accounts. We may, at any time and without notice to you, close your account and terminate this agreement as to that account (except for those provisions of this agreement that are intended to survive account closing and termination) or freeze your account (close your account to further deposits, withdrawals, funds transfers and other account activity), if we believe the account was used in a manner that is inconsistent with the terms of this agreement; for example, by:

  • Death; Disability If Executive’s employment terminates due to Executive’s death or Disability, then the Company shall pay or provide Executive (or the legal representative of his estate in the case of his death) with: (i) (A) any accrued and unpaid Base Salary through the date of termination and any accrued and unused vacation in accordance with Company policy; and (B) reimbursement for any unreimbursed expenses, incurred and documented in accordance with applicable Company policy, through the date of termination (collectively, “Accrued Obligations”). Accrued Obligations payable under clause (A) shall be payable within fifteen (15) days following the date of termination, and under clause (B) shall be paid within fifteen (15) days after Executive shall have provided the Company all required documentation therefor; (ii) Any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid generally to senior executives for such year; (iii) A pro-rated annual bonus for the fiscal year in which such termination occurs, the amount of which shall be based on actual performance under the applicable bonus plan (for this purpose determined at fiscal year end, by treating Company financial performance goals for such fiscal year as the only performance goals applicable to Executive and without any exercise of negative discretion by the Committee) and the fraction the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated bonus shall be paid when bonuses are paid generally to senior executives for such year (“Pro-Rated Bonus”); (iv) Any disability insurance benefits, or life insurance proceeds, as the case may be, as may be provided under the Company plans in which Executive participates immediately prior to such termination; and (vii) All of Executive’s other unvested long-term incentive awards granted to Executive through the date of termination, shall vest or be forfeited, and any such vested awards granted as stock options shall be exercisable, in accordance with the terms and conditions set forth in such awards.

  • Death, Disability or Retirement Subject to the provisions of Section 1 hereof, this Agreement shall terminate automatically upon the Executive's death, termination due to "Disability" (as defined below) or voluntary retirement under any of the Company's retirement plans as in effect from time to time. For purposes of this Agreement, Disability shall mean the Executive has met the conditions to qualify for long-term disability benefits under the Company's policies, as in effect immediately prior to the Effective Date.

  • Retirement, Death or Disability If the Executive’s employment terminates during the Term of this Agreement due to his death, a disability that results in his collection of any long-term disability benefits, or retirement at or after age 62, the Executive (or the beneficiaries of his estate) shall be entitled to receive the compensation and benefits that the Executive would otherwise have become entitled to receive pursuant to subsection (d) hereof upon a resignation without Good Reason.

  • Death, Retirement or Disability Executive’s employment shall terminate automatically upon Executive’s death or Retirement during the Employment Period. For purposes of this Agreement, “Retirement” shall mean normal retirement as defined in the Company’s then-current retirement plan, or if there is no such retirement plan, “Retirement” shall mean voluntary termination after age 65 with ten years of service. If the Company determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to Executive written notice of its intention to terminate Executive’s employment. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such written notice by Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean a mental or physical disability as determined by the Board of Directors of the Company in accordance with standards and procedures similar to those under the Company’s employee long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, “Disability” shall mean the inability of Executive, as determined by the Board, to perform the essential functions of his regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental condition which has lasted (or can reasonably be expected to last) for twelve workweeks in any twelve-month period. At the request of Executive or his personal representative, the Board’s determination that the Disability of Executive has occurred shall be certified by two physicians mutually agreed upon by Executive, or his personal representative, and the Company. Failing such independent certification (if so requested by Executive), Executive’s termination shall be deemed a termination by the Company without Cause and not a termination by reason of his Disability.

  • Termination Due to Death, Disability or Retirement In the event the Optionee’s employment or other service with the Company and all Subsidiaries is terminated by reason of death, Disability or Retirement, this Option will remain exercisable, to the extent exercisable as of the date of such termination, for a period of one year after such termination (but in no event after the Time of Termination).

  • Death The Executive’s employment hereunder shall terminate upon his death.

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