Partnership Amendments Sample Clauses

Partnership Amendments. The amendments to the Partnership Agreements for SLT and SLC required by Section 8.02(i).
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Partnership Amendments. (i) The Company and each of the partners of San Lxxx 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.
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Partnership Amendments. Documents necessary to convey, or ---------------------- reflect the conveyance of, the Xxxxxx 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").
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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.
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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.
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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.
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Partnership Amendments. 41 (c) Affidavit..........................................41 (d) Others as Reasonably Required......................41 9.03 Closing Deliveries by the Trust and the Corporation.........41 (a)
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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:
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Partnership Amendments 
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Related to Partnership Amendments

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Partnership Agreement Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement.

  • Waiver; Amendments (a) No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document, and no course of dealing between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or of any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. (b) No amendment or waiver of any provision of this Agreement or of the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of the Required Lenders, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, in addition to the consent of the Required Lenders, no amendment, waiver or consent shall: (i) increase the Commitment of any Lender without the written consent of such Lender; (ii) increase the Borrowing Base without the written consent of each Lender; (iii) modify Section 2.4 in any manner without the consent of each Lender; provided that a Scheduled Redetermination may be postponed by the Required Lenders; (iv) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender entitled to such payment; (v) postpone the date fixed for any payment of any principal of, or interest on, any Loan or LC Disbursement or any fees hereunder or reduce the amount of, waive or excuse any such payment, without the written consent of each Lender entitled to such payment, or postpone the scheduled date for the termination or reduction of the Commitment of any Lender, without the written consent of such Lender; (vi) change Section 2.20(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender; (vii) change any of the provisions of this subsection (b) or the definition of “Required Lenders” or any other provision of this Agreement specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; (viii) release all or substantially all of the guarantors, or limit the liability of such guarantors, under any guaranty agreement guaranteeing any of the Obligations, without the written consent of each Lender; or (ix) release all or substantially all collateral (if any) securing any of the Obligations, without the written consent of each Lender; provided, further, that no such amendment, waiver or consent shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent or the Issuing Bank without the prior written consent of such Person. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended, and amounts payable to such Lender hereunder may not be permanently reduced, without the consent of such Lender (other than reductions in fees and interest in which such reduction does not disproportionately affect such Lender). Notwithstanding anything contained herein to the contrary, this Agreement may be amended and restated without the consent of any Lender (but with the consent of the Borrower and the Administrative Agent) if, upon giving effect to such amendment and restatement, such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated (but such Lender shall continue to be entitled to the benefits of Sections 2.17, 2.18, 2.19 and 10.3), such Lender shall have no other commitment or other obligation hereunder and such Lender shall have been paid in full all principal, interest and other amounts owing to it or accrued for its account under this Agreement.

  • Charter Amendments Amend, or permit any of its Subsidiaries to amend, its certificate of incorporation or bylaws in any material respect.

  • Amendment of Partnership Agreement Meetings Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Certain Amendments Nothing herein shall be construed to prevent the Company from amending, altering, eliminating or reducing any plans, benefits or programs so long as the Executive continues to receive compensation and benefits consistent with Sections 3 through 6.

  • FINRA Amendments Notwithstanding anything herein to the contrary, in the event that Xxxxxxxxxx determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request of Xxxxxxxxxx to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than are reflected in this Agreement.

  • Other Amendments The parties may amend this Agreement to add, change or eliminate terms for this Agreement if: (i) the holder of the Residual Interest delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee stating that the amendment will not have a material adverse effect on the Notes or, if such Officer’s Certificate is not or cannot be delivered, the consent of the Noteholders of a majority of the Note Balance of each Class of the Notes Outstanding (with each Class voting separately, except that all Noteholders of the Class A Notes will vote together as a single class) is received; (ii) the holder of the Residual Interest delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee stating that the amendment will not (A) cause a Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes; and (iii) the consent of the Indenture Trustee is received if the amendment has a material adverse effect on the rights or obligations of the Indenture Trustee, which consent will not be unreasonably withheld.

  • Lease Amendments To Agent, within two (2) Business Days after receipt thereof, copies of all material amendments to real estate leases.

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