Death, Incompetency Clause Samples

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

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.

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;

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...

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

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).