Common use of Action by a Limited Partner Clause in Contracts

Action by a Limited Partner. If an ERISA Partner shall notify the General Partner that, as a result of (x) the adoption of or amendment to any statute or regulation or a development in the case law or the DOL’s interpretation of the definition of “plan assets” for purposes of ERISA or (y) the failure of the Partnership to comply with an exception set forth in ERISA or any regulations issued thereunder, there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets” and the General Partner does not deliver to such ERISA Partner, within thirty (30) days of the receipt of such notice, an opinion of counsel, in form and substance reasonably satisfactory to such ERISA Partner, that such likelihood does not exist, or if the General Partner determines (after consulting with its counsel) that there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets,” any such Limited Partner may:

Action by a Limited Partner. If an ERISA Partner shall notify to the General Partner that, as a result of (x) the adoption of or amendment to any statute or regulation or a development in the case law or the DOL’s interpretation of the DOL Regulations regarding the definition of “plan assets” for purposes of ERISA or (y) the failure of the Partnership (i) to be treated as a REOC or (ii) to comply with an any other exception set forth in ERISA or any regulations issued thereundersuch regulations, there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets” and the General Partner does not deliver to such ERISA Partner, within thirty (30) days of the receipt of such notice, an opinion of counsel, in form and substance reasonably satisfactory to such ERISA Partner, that such likelihood does not exist, or if the General Partner determines (after consulting with its counsel) that there is a reasonable likelihood that all or any part of the Partnership’s assets would be deemed to be “plan assets,” any such Limited Partner may: