Common use of Amendment by General Partner Clause in Contracts

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% Holder (as defined in the Topco Articles), each Limited Partner agrees that the General Partner with the approval of the Topco board of directors (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 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, in each case, that does not adversely affect the Limited Partners in any material respect; (b) a change that the General Partner, acting reasonably, 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 (ii) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement that does not adversely affect the Limited Partners in any material respect; (c) an amendment that is necessary, in the written opinion of outside counsel to the Partnership, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from having a material risk of being in any manner subjected to the provisions of the U.S. Investment Company Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; or (d) an amendment that the General Partner, acting reasonably, determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.2 that does not adversely affect the Limited Partners in any material respect.

Amendment by General Partner. Each Limited Partner agrees that Notwithstanding Section 8.1 above, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided in this Agreement)notice thereof, without the approval consent 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 reflectother Person: (a) a change in to effect changes of an inconsequential or ministerial nature that do not materially adversely affect the name rights or interests of any of the Partnership or the location of the principal place of business or the registered office of the PartnershipLimited Partners; (b) admissionto 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, substitution, withdrawal or removal 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 in accordance with this AgreementPartners; (c) a change that to give effect to the General Partneradmission, acting reasonablyredemption, determines is necessary to qualify or continue withdrawal of Partners in accordance with the qualification of the Partnership as a limited partnership which the Limited Partners have limited liability under the applicable lawsterms hereof; (d) a change thatto make changes to this Agreement negotiated with partners or other beneficial owners admitted to the Partnership, in the discretion of the General Partner, is reasonable and necessary Fund REIT 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 their respective Subsidiaries so long as such changes do not adversely affect the Tax Act, the Code, U.S. Treasury Regulations, administrative pronouncements rights or interests of the Internal Revenue Service and judicial decisions, or other taxation Lawsany existing Limited Partner; (e) a change that to add to the representations, duties or obligations of the General PartnerPartner or surrender any right or power granted to the General Partner herein, acting reasonablyfor the benefit of the Limited Partners; (f) to conform the terms of this Agreement with any regulations issued under Section 704 of the Code, determines provided that such amendment does not materially and adversely affect the rights or interests of any of the Limited Partners; (g) with respect to be necessary 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 conditions, guidelines or guidelines opinions 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% Holder (as defined in the Topco Articles), each Limited Partner agrees that the General Partner with the approval of the Topco board of directors (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 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, in each case, that does not adversely affect the Limited Partners in any material respect; (b) a change that the General Partner, acting reasonably, determines (i) to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any applicable opinion, directive, order, ruling or regulation of any Governmental Authoritygovernmental 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 (ii) is required including, without limitation, any federal or state or non-U.S. statute), compliance with which the General Partner deems to effect be in the intent best interests of the provisions of this Agreement or is otherwise contemplated by this Agreement that does not adversely affect Partnership and the Limited Partners in any Partners, provided that the General Partner reasonably determines that such amendment is not likely to have a material respectadverse impact on the likelihood that the Partnership will achieve its investment objectives; (ci) an amendment that is necessaryas may be necessary or advisable to comply with any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures; (j) to change the name of the Partnership in accordance with Section 1.2 or its principal place of business, registered office or registered agent in accordance with Section 1.4; (k) as contemplated by Section 2.2; (l) to preserve the written opinion status of outside counsel the Fund REIT as a REIT; and (m) without limiting Section 7.2(c), to address changes in regulatory or tax legislation, including changes in tax law related to the PartnershipIncentive Distribution materially adversely affecting the U.S. federal, state or local treatment of the Incentive Distribution (and related allocations) to prevent the Partnership, or the General Partner or its directors, officers, trustees direct or agents from having a material risk of being in any manner subjected indirect owners (including reorganizing or reconstituting the Partnership) to the provisions extent such amendment would not add to the obligations (including any tax liabilities) of any Limited Partner or otherwise alter any of the U.S. Investment Company Act rights (including entitlements to distributions or another economic rights) of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; or (d) an amendment that the General Limited Partner, acting reasonably, determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.2 that does not adversely affect the Limited Partners in any material respect.;

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% Holder (as defined in the Topco Articles), each Limited Partner agrees that the General Partner with the approval of the Topco board of directors (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 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, in each case, that does not adversely affect the Limited Partners in any material respect; (b) a change that the General Partner, acting reasonably, 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 (ii) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement that does not adversely affect the Limited Partners in any material respect; (c) an amendment that is necessary, in the written opinion of outside counsel to the Partnership, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from having a material risk of being in any manner subjected to the provisions of the U.S. Investment Company Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; or (d) an amendment that the General Partner, acting reasonably, determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.2 that does not adversely affect the Limited Partners in any material respect.

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(c), ‎(d(d), ‎(e(e), ‎(g(g) and ‎(h(h) of this Section ‎14.2 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% Holder (as defined in the Topco Articles), each Limited Partner agrees that the General Partner with the approval of the Topco board of directors (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 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, in each case, that does not adversely affect the Limited Partners in any material respect; (b) a change that the General Partner, acting reasonably, 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 (ii) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement that does not adversely affect the Limited Partners in any material respect; (c) an amendment that is necessary, in the written opinion of outside counsel to the Partnership, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from having a material risk of being in any manner subjected to the provisions of the U.S. Investment Company Act of 1940, as amended, the U.S. Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the U.S. Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor; or (d) an amendment that the General Partner, acting reasonably, determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.2 that does not adversely affect the Limited Partners in any material respect.