Amendment by General Partner. Each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided in this Agreement), without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect:
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;
(c) a change that the General Partner, acting reasonably, determines is necessary to qualify or continue the qualification of the Partnership as a limited partnership which the Limited Partners have limited liability under the applicable laws;
(d) a change that, in the discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Tax Act, the Code, U.S. Treasury Regulations, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation Laws;
(e) a change that the General Partner, acting reasonably, determines to be necessary to satisfy any requirements, conditions or guidelines contained in any Law;
(f) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership;
(g) an amendment that the General Partner, acting reasonably, determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.4; and
(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; provided, that, the amendments set out in clauses (c), (d), (e), (g) and (h) of this Section 14.2 may only be made without the approval of any Limited Partner if approved by a majority of the Specially Designated Directors then in office. From and after the Special Board Date (as defined in the Topco Articles), if neither any Meteor Entity nor Polaris is a 5% Holde...
Amendment by General Partner. Each Limited Partner agrees that the General Partner, without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect (i) any amendment duly approved by the General Partner in accordance with Section 14.1 and, if applicable, the requisite holders of Exchangeable Units under Section 3.1 of Schedule A, or (ii):
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;
(c) a change that, in the discretion of the General Partner acting in good faith, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership in respect of which the Limited Partners have limited liability under the applicable laws;
(d) a change that, in the sole discretion of the General Partner acting in good faith, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Code, Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation laws, provided that such change does not adversely impact the economic equivalence of the Exchangeable Units and the Holdings Shares;
(e) a change that the General Partner determines (i) to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any Governmental Authority or contained in any Law, (ii) necessary or appropriate to waive any restriction applicable to the Exchangeable Units (it being understood that any such waiver under this subsection (if any) must be applicable to all holders of Exchangeable Units), or (iii) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement, provided that such change does not adversely impact the economic equivalence of the Exchangeable Units and the Holdings Shares;
(f) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a r...
Amendment by General Partner. Notwithstanding Section 8.1 above, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Partner notice thereof, without the consent of any other Person:
(a) to effect changes of an inconsequential or ministerial nature that do not materially adversely affect the rights or interests of any of the Limited Partners;
(b) to cure any ambiguity or correct or supplement any provisions hereof which may be inconsistent with any other provision hereof or the governing documents of the Fund REIT, or to correct any printing or clerical errors or omissions so long as such amendment under this Section 8.2(b) does not adversely affect the rights or interests of any of the Limited Partners;
(c) to give effect to the admission, redemption, or withdrawal of Partners in accordance with the terms hereof;
(d) to make changes to this Agreement negotiated with partners or other beneficial owners admitted to the Partnership, the Fund REIT or any of their respective Subsidiaries so long as such changes do not adversely affect the rights or interests of any existing Limited Partner;
(e) to add to the representations, duties or obligations of the General Partner or surrender any right or power granted to the General Partner herein, for the benefit of the Limited Partners;
(f) to conform the terms of this Agreement with any regulations issued under Section 704 of the Code, provided that such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners;
(g) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes, (x) to comply with the requirements of the Regulations or (y) to ensure the continuation of partnership status, provided that such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners;
(h) to satisfy any requirements, conditions, guidelines or opinions contained in any applicable opinion, directive, order, ruling or regulation of any governmental authority (including, without limitation, the U.S. Securities and Exchange Commission, the U.S. Internal Revenue Service, or any other federal or state or non-U.S. governmental agency) or in any applicable statute or law (including, without limitation, any federal or state or non-U.S. statute), compliance with which the General Partner deems to be in the best interests of the Partnership and the Limited...
Amendment by General Partner. The General Partner may, without notice to or consent of other Partners, amend this Agreement:
(a) to add any covenant, restriction or provision which, in the opinion of counsel for the Partnership, is for the protection of the Limited Partners; or
(b) to clear any ambiguity or to correct or supplement any provision contained herein which, in the opinion of counsel for the Partnership, may be defective or inconsistent with any other provision hereof; or
(c) to give effect to any legislative or regulatory change if, in the opinion of counsel for the Partnership, such change is necessary.
Amendment by General Partner. Each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided in this Agreement), without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect:
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;
(c) a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership which the Limited Partners have limited liability under the applicable laws;
(d) with the prior approval of the Conflicts Committee, a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Tax Act, the Code, Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation laws;
(e) a change to amend or add any provision, or to cure any ambiguity or to correct or supplement any provisions contained in this Agreement which may be defective or inconsistent with any other provision contained in this Agreement or which should be made to make this Agreement consistent with the disclosure set out in the Information Statement;
(f) a change that, in the sole discretion of the General Partner does not materially adversely affect the Limited Partners;
(g) a change that the General Partner determines (i) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any Governmental Authority or contained in any Law or (B) with the prior approval of the Conflicts Committee, facilitate the trading of the Limited Partner Interests or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Limited Partner Interests are or will be listed, or (iii) is required to effect the intent expressed in the Information Statement or the i...
Amendment by General Partner. Each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided in this Agreement), without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect:
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement; and
(c) a change that, in the discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Tax Act, the Code, U.S. Treasury Regulations, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation Laws.
Amendment by General Partner. This Limited Partnership Agreement may not be amended without the consent of the General Partner.
Amendment by General Partner. The General Partner may, without prior notice to or consent from any Limited Partner, amend this Agreement (including Schedule “A”):
(a) in order to create additional series of Units;
(b) in order to protect the interests of the Limited Partners, if necessary;
(c) to cure any ambiguity or clerical error or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision if such amendment does not and shall not in any manner adversely affect the interests of any Limited Partner as a Limited Partner;
(d) to reflect any changes to any applicable legislation; or
(e) in any other manner provided that such amendment does not and shall not adversely affect the interests of any existing Limited Partner as a Limited Partner in any manner. Within fifteen (15) days following the date of any amendment to this Agreement made pursuant to this Section 13.1 (other than an amendment to create an additional series of units), the General Partner shall provide Limited Partners with a copy of the amendment together with a written explanation of the reasons for such amendment.
Amendment by General Partner. Notwithstanding Section 11.2, ----------------------------- any provision of this Agreement may be amended or waived from time to time by the General Partner, without the consent of any of the Limited Partners, but only to the extent that such amendment or waiver is necessary or advisable in the opinion of the General Partner: (i) to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state; (ii) to ensure that the Partnership will be treated as a partnership for federal income tax purposes; (iii) to cure any ambiguity, and to correct or supplement any inconsistent provision in this Agreement;
Amendment by General Partner. Other than the amendments set out above under “Power to Amend” which require Limited Partner approval, this Agreement may be amended by the General Partner or the Manager upon 60 days’ written notice to Limited Partners. Notwithstanding the foregoing, this Agreement may be amended to create new Classes of Units (provided that such new Class does not adversely affect the rights of existing Limited Partners), ensure compliance with law, bring Willow LP into conformity with industry practice, correct typographical errors and make other non-material amendments without notice to Limited Partners.
