Amendments by General Partner. Notwithstanding the provisions and this Section 14.1, the General Partner shall have the authority to amend or modify this Agreement without any vote or other action by the other Partners, as expressly permitted by Section 15.11 or to satisfy any requirements, conditions, guidelines, directives, orders, rulings or regulations of any Governmental Authority, or as otherwise required by applicable law. The General Partner shall have the authority to amend or modify this Agreement without any vote or other action by the other Partners: (a) to reflect the admission of substitute, additional or successor Partners and transfers of Interests pursuant to this Agreement; (b) to qualify or continue the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all jurisdictions in which the Partnership conducts or plans to conduct business; (c) to change the name of the Partnership; (d) to cure any ambiguity or correct or supplement any provisions herein contained which may be incomplete or inconsistent with any other provision herein contained; or (e) to correct any typographical errors contained herein. Notwithstanding any other provision of this Agreement, no modification or amendment of this Agreement that would adversely affect the interests of either the ERISA Partners or the BHC Partners shall take effect without the written consent of the ERISA Partners with more than one-half (1/2) of the aggregate Voting Interests of the ERISA Partners or the written consent of the BHC Partners with more than one-half (1/2) of the aggregate Voting Interests of the BHC Partners.
Amendments by General Partner. (1) From time to time and without prior notice to, or the consent of, any Limited Partner, the General Partner, acting reasonably, may amend any provision of this Agreement or add any provision hereto if such amendment or addition is, in the opinion of counsel to the Partnership, necessary or desirable for the protection or benefit of all the Limited Partners or the Partnership or necessary or desirable to cure an ambiguity in, or to correct or supplement, any provision contained in this Agreement which is defective or inconsistent with any other provision contained in this Agreement, provided that such cure, correction or supplemental provision does not and will not affect materially adversely the interests of any Limited Partner.
(2) For purposes of greater certainty and without limiting Section 12.7(1), the General Partner may make amendments to this Agreement to reflect:
(a) a change in the name of the Partnership or the location of the principal office of the Partnership or the registered office of the Partnership;
(b) the admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;
(c) a change that, as determined by the General Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership in which the Limited Partners have limited liability under the applicable laws;
(d) a change that, as determined by the General Partner, is reasonable, necessary or appropriate to enable the Partnership or the Limited Partners to take advantage of, or not be detrimentally affected by, changes in the Income Tax Act, the Code 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 that may be defective or inconsistent with any other provision contained in the Agreement; or
(f) a change that, as determined by the General Partner in its sole discretion, does not adversely affect any of the Limited Partners.
Amendments by General Partner. 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 Person in a transaction pursuant to Section 7.1(b), (c) or (d) hereof; provided, however, that the following amendments, and any other merger or consolidation of the Partnership, shall require the consent of the holders of a majority of the Partnership Units (excluding the Partnership Units held by the General Partner or an Affiliate thereof):
(a) any amendment affecting the operation of the Conversion Factor or the Exchange Right (except as provided in Section 8.4(d) or 7.1(c) 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 pursuant to Section 4.2 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 additional Partnership Units pursuant to Section 4.2 hereof; or
(d) any amendment that would impose on the Limited Partners any obligation to make additional Capital Contributions to the Partnership.
Amendments by General Partner. Subject to the provisions of Section 16.1, the General Partner shall have the authority to amend or modify this Agreement without any vote or other action by the Limited Partners, as expressly permitted by Section 17.12 or to satisfy any requirements, conditions, guidelines, directives, orders, rulings or regulations of any Governmental Authority, or as otherwise required by applicable law. Subject to the provisions of Section 16.1, the General Partner shall have the authority to amend or modify this Agreement without any vote or other action by the Limited Partners (a) to reflect the admission of Substitute, Additional or Subsequent Partners and transfers of interests of Partners pursuant to Section 8, (b) to form, qualify or continue the Partnership as a limited partnership in all jurisdictions in which the Partnership conducts or plans to conduct business, (c) to change the name of the Partnership, (d) to cure any ambiguity or correct or supplement any provision herein contained which may be incomplete or inconsistent with any other provision herein contained or (e) to correct any typographical errors contained herein.
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Amendments by General Partner. From time to time and without prior notice to, or the consent of, any Limited Partner, but subject to Sections 9.1 and 9.2, the General Partner may amend any provision of this Agreement or add any provision hereto if such amendment or addition is, in the opinion of the General Partner based on advice from counsel to the Partnership (who may be an employee of the General Partner or the Partnership), necessary or desirable for the protection or benefit of all the Limited Partners or the Partnership or necessary or desirable to cure an ambiguity in, or to correct or supplement, any provision contained herein which is defective or inconsistent with any other provision contained herein, provided that such cure, correction or supplemental provision does not and will not affect materially adversely the interests of any Limited Partner. For purposes of greater clarity and without limiting the foregoing, but subject to Sections 9.1 and 9.2, the General Partner may make amendments to the Agreement to reflect: (i) a change in the name of the Partnership or the location of the principal office of the Partnership or the registered office of the Partnership; (ii) a change in the governing law of the Partnership to any other province of Canada; (iii) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement; (iv) a change that, as determined by the General Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership in which the Limited Partners have limited liability under applicable law; (v) a change that, as determined by the General Partner, is reasonable and necessary or appropriate to enable the Partnership to take advantage of, or not be detrimentally affected by, changes in the Tax Act or other taxation laws; (vi) a change to amend or add any provision, or to cure any ambiguity or to correct or supplement any provisions contained in the Agreement which may be defective or inconsistent with any other provision contained in the Agreement or which should be made to make this Agreement consistent with the disclosure set out in the Arrangement; or (vii) to create a new class of LP Units in connection with the issuance of convertible debt of the Fund.
Amendments by General Partner. The General Partner, through use of the Powers of Attorney, shall have the right to amend this Agreement, if such Amendments are:
(a) of an inconsequential nature and do not affect the rights of the Limited Partners in any material respect; or
(b) required or contemplated by this Agreement as, for example, upon the admission of additional Limited Partners; or
(c) required or contemplated by any Lender, so long as such amendment is applied in a manner so as not to discriminate unfairly against a Partner in a disproportionate manner inconsistent with the substantive terms of this Agreement; or
(d) in the opinion of counsel to the Partnership, necessary to conform to the requirements of state or Federal law. Any Amendment so made shall be deemed effective as of the date of this Agreement.
Amendments by General Partner. The General Partner, through use of the Powers of Attorney, shall have the right to amend this Agreement, if such Amendments are:
(a) of an inconsequential nature and do not affect the rights of the Limited Partners in any material respect;
(b) required or contemplated by this Agreement as, for example, upon the admission of additional Limited Partners;
(c) in the opinion of counsel to the General Partner, necessary to conform to the requirements of state or Federal law. Any Amendment so made shall be deemed effective as of the date of this Agreement; or
(d) approved by a Super Majority of the Partners.
Amendments by General Partner. Notwithstanding the provisions of Section 15.1 and this Section 15.2, the General Partner shall have the authority to amend or modify this Agreement without any vote or other action by the other Partners, (i) as expressly permitted by Section 16.12, (ii) to satisfy any requirements, conditions, guidelines, directives, orders, rulings or regulations of any Governmental Authority, (iii) as otherwise required by Applicable Law or
Amendments by General Partner. This Agreement may be amended by the General Partner without the approval of any Limited Partner provided that such amendment is:
(a) Solely for the purpose of clarification and does not change the substance hereof;
(b) For the purpose of substituting or deleting a Limited Partner or admitting an additional Limited Partner in accordance with the provisions of this Agreement, or deleting a General Partner in accordance with sections 8.1 or 8.2 hereof;
(c) For the purpose of reflecting a change in the amount or character of the contribution of any Limited Partner;
(d) Otherwise in implementation of the terms of this Agreement; or
(e) In the opinion of counsel for the Partnership, necessary or appropriate to satisfy current requirements of the Code with respect to partnerships or any federal or state securities laws or regulations. Any amendment made pursuant to subsection (a), (d) or (e) may be made effective as of the date of this Agreement. All Partners shall be notified as to the substance of any amendment to this Agreement and upon request shall be furnished a copy thereof.
