Amendment by Managing Member Sample Clauses

Amendment by Managing Member. Notwithstanding Section 14.3, any provision of this Agreement may be amended or waived from time to time by Managing Member, without the consent of any Non-Managing Member, only to the extent that such amendment or waiver is necessary or advisable in the opinion of Managing Member: (i) to qualify or continue the qualification of the Company as a limited liability company in which the Members have limited liability under the laws of any state; (ii) to ensure that the Company will be treated as a partnership for federal income tax purposes; (iii) to ensure that all allocations of Profits and Losses are respected for federal income tax purposes; and (vi) to properly reflect the Members and their respective Capital Sharing Ratios, as such Members may change due to admissions and withdrawals of Members in accordance with this Agreement. However, no amendment or waiver referred to above that would alter a Member’s Capital Contribution, Capital Account or Capital Sharing Ratio (except to the extent that such are indirectly affected by any amendments or waivers pertaining to such admissions or withdrawals of Managing or Non-Managing Members), the liability of a Member to third parties, or the removal of any Member shall be permitted without the prior approval of the Member so affected.
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Amendment by Managing Member. Notwithstanding § 8.1 above, this Agreement may be amended by the Managing Member, by executing an instrument of amendment and giving each Unit Holder notice thereof, without the consent of any other Person:
Amendment by Managing Member. Except as otherwise specifically provided in this Agreement, the Managing Member may adopt an amendment to this Agreement to do any one or more of the following:
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