Common use of AMENDMENT OF AGREEMENT; MERGER Clause in Contracts

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17‑211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or (e) hereof; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders: (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d) or 7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would adversely affect the rights of the Special OP Unitholders under this Agreement.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreementthe Agreement or any merger, consolidation or combination of the Partnership. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate cause the Partnership to merge, consolidate or combine with or into any other partnership partnership, limited partnership, limited liability company or business entity (corporation as defined contemplated in Section 17‑211 of the Act) in a transaction pursuant to Section 7.1(c), (d7.01(c) or (ed) hereof; provided, however, that (1) the following amendments described (including any amendment effected in Section 11(a), 11(b), 11(cconnection with a merger of the Partnership regardless of whether the Partnership is the surviving entity in such merger) and 11(d), and any other merger such merger, consolidation or consolidation combination of the Partnership, Partnership (a “Merger”) shall require the consent of Limited Partners (other than the Company or any Subsidiary of the Company) holding more than 50% of the Percentage Interests of the Limited Partners and (2) other than the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% Company or any Subsidiary of the Percentage Interests of the Special OP Unitholders:Company): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(dSections 7.01(c) or 7.1(d8.05(e)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02; (c) any amendment that would alter the Partnership’s allocations of Current Profit and Residual Profit and Loss to the Limited Partners, other than (i) with respect to the issuance of additional Partnership Units pursuant to Section 4.3;4.02 or (ii) if the General Partner determines it necessary or advisable to amend such provisions to conform to the intended economic or tax consequences of such provisions; or (d) any amendment to, or that would adversely affect the rights of the Outside Partners under, Section 4.02(a), 5.02(a), 5.03, 5.08 (including the defined terms used therein), the proviso at the end of Section 6.01(a)(iv) (including the defined terms used therein), 6.07(a), or 7.01, or this Article XI. The consent of each Limited Partner shall be required for any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would adversely affect the rights of the Special OP Unitholders under this Agreement.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17‑211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or (e) hereofrespect; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of Limited Partners holding more a Majority in Interest (other than 50% the Company or any Subsidiary of the Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders:Company): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided in Section 8.5(d) or 7.1(d)herein) in a manner adverse to that adversely affects the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would adversely affect to this Article XI. and provided further, however, that, the rights consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Special OP Unitholders under Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner, without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 7.01(b) or (c) hereof and may amend this AgreementAgreement in connection with any such transaction consistent with the provisions of this Article XI.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without with the consent of Limited Partners holding more than 50% of the Combined Percentage Interests of the Limited Partners, Partners (including the Partnership Units held by the General Partner or an Affiliate thereof) may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17‑211 17-211 of the Act) in a transaction pursuant to Section 7.1(c7.01(c)(ii) or (iii), (d) or (e) hereof; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, Partnership shall require the consent of Limited Partners holding more than 50% of the Combined Percentage Interests of the Limited Partners and (2) excluding the following amendments described in Section 11(e) shall require Partnership Units held by the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders:General Partner or an Affiliate thereof): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Exchange Right (except as provided in Section 8.5(d7.01(d) or 7.1(d)hereof) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units Additional Equity pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit Profits and Loss Losses to the Limited PartnersPartners in any adverse and material respect, other than with respect to the issuance of additional Partnership Units Additional Equity pursuant to Section 4.3;4.02 hereof; or (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would Partnership or adversely affect impact the rights limited liability of the Special OP Unitholders under this AgreementLimited Partners.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17‑211 17-211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or (e) hereof; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of Limited Partners holding more than 50% of the Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders:: ​ ​ (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as provided in Section 8.5(d) or 7.1(d)) in a manner adverse to the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.3; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would adversely affect the rights of the Special OP Unitholders under this Agreement.

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17‑211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or (e) hereofrespect; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of Limited Partners holding more a Majority in Interest (other than 50% the Company or any Subsidiary of the Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders:Company): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided in Section 8.5(d) or 7.1(d)herein) in a manner adverse to that adversely affects the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.02 hereof; (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would adversely affect to this Article XI. and provided further, however, that, the rights consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Special OP Unitholders under Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 7.01(b) or (c) hereof and may amend this Agreement.Agreement in connection with any such transaction consistent with the provisions of this Article XI..

AMENDMENT OF AGREEMENT; MERGER. The General Partner’s consent shall be required for any amendment to this Agreement. The General Partner, without the consent of the Limited Partners, may amend this Agreement in any respect or merge or consolidate the Partnership with or into any other partnership or business entity (as defined in Section 17‑211 of the Act) in a transaction pursuant to Section 7.1(c), (d) or (e) hereofrespect; provided, however, that (1) the following amendments described in Section 11(a), 11(b), 11(c) and 11(d), and any other merger or consolidation of the Partnership, shall require the consent of Limited Partners holding more a Majority in Interest (other than 50% the General Partner or any Subsidiary of the Percentage Interests of the Limited Partners and (2) the following amendments described in Section 11(e) shall require the consent of Special OP Unitholders holding more than 50% of the Percentage Interests of the Special OP Unitholders:General Partner): (a) any amendment affecting the operation of the Conversion Factor or the Redemption Right (except as otherwise provided in Section 8.5(d) or 7.1(d)herein) in a manner adverse to that adversely affects the Limited Partners; (b) any amendment that would adversely affect the rights of the Limited Partners to receive the distributions payable to them hereunder, other than with respect to the issuance of additional Partnership Units pursuant to Section 4.34.2 hereof; (c) any amendment that would alter the Partnership’s allocations of Profit and Loss to the Limited Partners, other than with respect to the issuance of future additional Partnership Units pursuant to Section 4.34.2 hereof which are entitled to the rights provided in Section 5.2(b); (d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership; or (e) any amendment that would adversely affect to this Article XI. and provided further, however, that, the rights consent of Limited Partners holding more than a Majority in Interest shall be required in the case of (i) the merger or the consolidation of the Special OP Unitholders under Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation, or (ii) the sale of all or substantially all of the assets of the Partnership; and provided further, that the General Partner without the consent of the Limited Partners, may cause (i) the merger or consolidation of the Partnership with or into any other domestic or foreign partnership, limited partnership, limited liability company or corporation or (ii) the sale of all or substantially all of the assets of the Partnership in a transaction pursuant to Section 6.11(b) or (c) hereof and may amend this AgreementAgreement in connection with any such transaction consistent with the provisions of this Article XI.