Partnership Amendments Clause Samples
The Partnership Amendments clause establishes the procedures and requirements for making changes to the terms of a partnership agreement. Typically, this clause specifies who must agree to amendments—such as requiring unanimous or majority consent of the partners—and may outline the process for proposing, documenting, and enacting such changes. By clearly defining how amendments can be made, this clause ensures that all partners understand the process for modifying their agreement, thereby preventing disputes and maintaining the integrity of the partnership's governance.
Partnership Amendments. The amendments to the Partnership Agreements for SLT and SLC required by Section 8.02(i).
Partnership Amendments. In the event of the Admission of a Partner, or a Permitted Transfer by a Partner, this Agreement will be promptly amended as necessary to reflect any changes in the profit and loss allocations of Partners, to reflect the capital contributions of the newly admitted Partner, and to set forth any new provisions or to amend any existing provisions of this Agreement which may be necessary or desirable in light of the Admission of a Partner or Transfer by a Partner.
Partnership Amendments. The Contributing Parties shall have been admitted as limited partners to SLT and SLC pursuant to the terms of an amendment to the partnership agreements of each of SLT and SLC reflecting the issuance of the OP Units to the Contributing Parties and their admission to the respective Partnerships, which amendments shall be in form and substance reasonably satisfactory to the Contributing Parties and their counsel. Such amendments shall provide, in part, that upon receipt by the Partnerships of the Property Company Interests and the Contributed Assets and the admission of the Contributing Parties to the Partnerships, the Partnerships shall indemnify and hold harmless the Contributing Parties of and from Liabilities of the Property Company whose interests have been acquired except for any undisclosed material Liability of such Property Company as of the Closing Date (collectively, the "Excluded Liabilities"); provided, however, that the Excluded Liabilities shall not include:
(i) any Liability incurred in the ordinary course of operating the applicable Hotel prior to the Closing Date;
(ii) any Liability disclosed by the Transaction Documents, the Schedules or Exhibits thereto, any supplement to such schedules or exhibits delivered to the Starwood Parties prior to Closing, the agreements, reports or other documents referred to in any of the foregoing, the Financial Statements, the financial statements prepared in connection with the Net Working Capital adjustment provided for in Article IV;
(iii) any Liability of which the Starwood Parties otherwise had Knowledge prior to Closing; or
(iv) any Liability incurred on or after the Closing Date; and the Partnerships shall be obligated to hold the Contributing Parties harmless from all such enumerated Liabilities.
Partnership Amendments. The Contributing Parties shall have been admitted as limited partners to SLT and SLC pursuant to the terms of an amendment to the partnership agreements of each of SLT and SLC reflecting the issuance of the OP Units to the Contributing Parties and their admission to the respective Partnerships, which amendments shall be in form and substance reasonably satisfactory to the Contributing Parties and their counsel. Such amendments shall provide, in part, that upon receipt by the Partnerships of the Property Company Interests and the Contributed Assets and the admission of the Contributing Parties to the Partnerships, the Partnerships shall indemnify and hold harmless the Contributing Parties of and from Liabilities of the Property Company whose interests have been acquired except for any undisclosed material Liability of such Property Company as of the Closing Date (collectively, the "EXCLUDED LIABILITIES"); provided, however, that the Excluded Liabilities shall not include:
Partnership Amendments. Documents necessary to convey, or ---------------------- reflect the conveyance of, the ▇▇▇▇▇▇ Partnership Interests and the NNC Interests (as defined in Recital "C" of this Agreement), including, but not limited to, a Form LP-2 for the limited partnerships, a Statement of Amendment for the general partnerships, duly executed by the appropriate parties, for each of the Partnerships (collectively, the "Partnership Amendments").
Partnership Amendments. 41 (c) Affidavit..........................................41 (d) Others as Reasonably Required......................41 9.03 Closing Deliveries by the Trust and the Corporation.........41 (a)
Partnership Amendments. Seller shall execute and deliver such amendments to the Partnership Agreement and any Certificate of Limited Partnership of the Partnership and such other Partnership documents as may be reasonably required to effectuate the redemption of Seller's interest in the Partnership and Seller's withdrawal from the Partnership, each as contemplated herein. The Partnership shall cause all other partners of the Partnership which may be necessary to sign such documents to execute and deliver the same.
Partnership Amendments. (i) The Company and each of the partners of San L▇▇▇ Bay Limited Partnership, a California limited partnership, shall have entered into the Amendment to Agreement of Limited Partnership in the form of Schedule D hereto, and such amendment shall be in full force and effect as of the Closing.
(ii) The Company and each of the partners of Pacho Limited Partnership, a California limited partnership, shall have entered into the Amendment to Agreement of Limited Partnership in the form of Schedule E hereto, and such amendment shall be in full force and effect as of the Closing.
Partnership Amendments