Adoption of Amendments; Limitations Thereon Sample Clauses

Adoption of Amendments; Limitations Thereon. 9.1.1 By their execution of this Agreement, the Class A Limited Partners have thereby signified their approval of all Amendments to the Original Agreement set forth in this Agreement. 9.1.2 This Agreement is subject to amendment only with the written Consent of the General Partner and more than fifty percent (50%) in Interest of the Class A Limited Partners; provided, however, that no amendment to this Agreement may: (a) increase the Capital Contributions required to be made by any Class A Partner or require any Partner to make a loan to the Partnership; convert a Limited Partner's Interest into a General Partner's Interest; modify the limited liability of a Limited Partner; or increase the liabilities or responsibilities of, or diminish the protections of, any Partner under this Agreement; in each case, without the Consent of each such affected Partner; and provided, further, that no amendment which would increase the Capital Contributions required to be made by any Partner may be adopted unless all of the Partners are offered the opportunity to increase their Capital Contributions on a pro rata basis; (b) alter the Interest of any Partner in income, gains, losses or distributions of the Partnership or amend or modify any portion of Article IV without the Consent of each Partner adversely affected by such amendment or modification; provided, however, that (i) neither the admission of additional Limited Partners and General Partners, nor (ii) the reallocation of the Contingent Profits Interest of any Class B Limited Partner nor the issuance of any such Contingent Profits Interest to any new Class B Limited Partner, nor (iii) the cancellation of any such Contingent Profits Interest of any Class B Limited Partner, by the General Partner, in its sole and absolute discretion in accordance with the provisions of this Agreement shall constitute such an alteration, amendment or modification; (c) amend or modify any provision of Article VII in a manner that would further restrict the transferability of a Class A Limited Partner's Interest without the Consent of all of the Limited Partners; (d) amend any provisions hereof which require the Consent, action or approval of a specified percentage in Interest of the Class A Limited Partners without the Consent of such specified percentage in Interest of the Class A Limited Partners; (e) cause the Partnership to lose its status as a partnership for federal income tax purposes; or (f) amend this Section 9.1.1 without the ...
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Adoption of Amendments; Limitations Thereon. (a) Except as required by law or for an amendment to Schedule A hereto pursuant to Section 3.5(a) or as otherwise provided in this Agreement, this Agreement may be amended by the written consent of the General Partner and Two-Thirds in Interest of the Limited Partners; provided, however, that amendments which do not materially adversely affect any Limited Partner or the Partnership may be made to this Agreement and the Certificate, from time to time, by the General Partner, without the consent of any of the Limited Partners, (i) to amend any provision of this Agreement and the Certificate which requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to requirements of Israeli law if the provisions of Israeli law are amended, modified or revoked so that the taking of such action is no longer required, (ii) to add to the representations, duties or obligations of the General Partner, or to surrender any right granted to the General Partner herein, for the benefit of the Limited Partners, (iii) to cure any ambiguity, or to correct any clerical mistake or to correct or supplement any immaterial provision herein or in the Certificate which may be inconsistent with any other provision herein or therein, or correct any printing, stenographic or clerical errors or omissions, which shall not be inconsistent with the provisions of this Agreement or the status of the Partnership as a partnership for Israeli income tax purposes, or (iv) to make any change which is for the benefit of, or not materially adverse to the interests of, the Limited Partners. Upon the adoption of any amendment to this Agreement, the amendment shall be executed by the General Partner on behalf of all of the Limited Partners by the power of attorney granted pursuant to Section 13.1 and, if required, shall be recorded in the proper records of each jurisdiction in which recordation is necessary or, in the judgment of the General Partner, advisable for the Partnership to conduct business or to preserve the limited liability of the Limited Partners. Any such duly adopted amendment may be executed by the General Partner on behalf of the Limited Partners. In calculating the necessary approval of the Limited Partners with respect to any amendment enacted on or prior to the Final Closing Date, the General Partner may include Additional Limited Partners and Increasing Limited Partners who are admitted to the Partnership or whose Capital Contributions are being p...
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Adoption of Amendments; Limitations Thereon. 10.1.1 Amendments of this Agreement may be proposed by (i) the Managing Member or (ii) Members holding at least 80% of the Percentage Interests. The Managing Member, on behalf of the Member or Members proposing such amendment, shall submit to all Members a verbatim statement of any such proposed amendment and identify the persons proposing it. Each such submission shall include a notice to the effect that the proposed amendment, unless the laws of the State of Delaware shall otherwise require, shall become effective (and the Managing Member shall then be
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Adoption of Amendments; Limitations Thereon. This Agreement may be amended from time to time by the General Partner with the consent of a Majority in Interest of the Limited Partners, except (i) as required by law, (ii) as provided in Section 2.2 (Name Change), Section 2.10 (Single Partnership Assumption), Section
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Adoption of Amendments; Limitations Thereon. 44 Section 10.3 Amendments on Admission or Withdrawal of Partners.....45 Section 10.4
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Related to Adoption of Amendments; Limitations Thereon

  • Limitation of Amendments 3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document. 3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

  • Execution of Amendments, etc Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

  • Limitation of Amendment 3.1 The amendment set forth in Section 2, above, is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document. 3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

  • Execution of Amendments In executing any amendment permitted by this Article V, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.

  • Amendments to Plan of Arrangement (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

  • Incorporation of Standard Terms Except as otherwise provided herein, all of the provisions of the Standard Terms are hereby incorporated herein by reference in their entirety, and this Series Supplement and the Standard Terms shall form a single agreement between the parties. In the event of any inconsistency between the provisions of this Series Supplement and the provisions of the Standard Terms, the provisions of this Series Supplement will control with respect to the Series 2001-3 Certificates and the transactions described herein.

  • Incorporation of Administrative Code Provisions by Reference The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and made a part of this Agreement as though fully set forth herein. Contractor shall comply fully with and be bound by all of the provisions that apply to this Agreement under such Chapters, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, Contractor understands that pursuant to §§12B.2(h) and 12C.3(g) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Agreement may be assessed against Contractor and/or deducted from any payments due Contractor.

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Restriction of Amendments to Certain Documents Not amend or otherwise modify, or waive any rights under, any Subordinated Debt Documents to the extent such amendment, modification or waiver would be materially adverse to the Lenders.

  • Supplemental Provisions All of the terms, conditions, representations, warranties, covenants and other provisions, if any, set forth in the supplemental provisions attached hereto as Schedule 2 (the “Supplemental Provisions”) are hereby incorporated into this Contract and shall be considered a part hereof. In the event of any conflict or inconsistency between the Supplemental Provisions and the other provisions of this Contract, the Supplemental Provisions shall control.

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