Amendments by General Partner Sample Clauses

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.
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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:
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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):
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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.
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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:
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Amendments by General Partner. Notwithstanding the provisions of Section 14.1 and this Section 14.2, 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. Subject to the provisions of 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: (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, or
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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
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Amendments by General Partner. 42 9.5 NOTICE OF AMENDMENT............................................. 43
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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.
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Related to Amendments by General Partner

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

  • Amendments to Partnership Agreement Amendments to the Partnership Agreement, including the admission of new Partners to the Partnership, shall require the consent of all the Partners.

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Duties of General Partner The General Partner agrees that it shall at all times:

  • Amendment of Partnership Agreement Meetings (a) Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Powers of General Partner Notwithstanding any provision of this Agreement to the contrary, the General Partner’s discretion and authority are subject to the limitations imposed by law, and by the General Partner’s Articles of Organization and operating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership:

  • Amendments to Plan of Arrangement (a) The Purchaser and the Company reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by the Purchaser and the Company, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to Affected Securityholders if and as required by the Court.

  • Revisions to Allocations to Reflect Issuance of Partnership Interests If the Partnership issues Partnership Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such revisions to this Article 6 and Exhibit B as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Amendments to this Sub-Advisory Agreement This Sub-Advisory Agreement may be amended only by a written instrument approved in writing by all parties hereto.

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