Common use of Amendments by the Managing Members Clause in Contracts

Amendments by the Managing Members. Notwithstanding the provisions of Section 13.1, the Managing Members shall have the authority to amend or modify this Agreement without any vote or other action by the other Members: (a) to reflect the admission of Subsequent Closing Members, Substitute Members and transfers of Units pursuant to this Agreement; (b) to form, qualify or continue the Fund as a limited liability company (or a company in which the Members have limited liability) in all jurisdictions in which the Fund conducts or plans to conduct business; (c) to change the name of the Fund; (d) to correct any typographical or other technical errors contained herein; (e) in connection with the actions contemplated by Section 4.1(e); (f) in connection with the actions contemplated by Section 2.3 herein, only insofar as such actions have (x) been approved by the Board and (y) are otherwise consistent with the provisions of this Agreement; (g) to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof, so long as such amendment under this clause (g) does not adversely affect the interests of the Members; and (h) to address the application of any Applicable Law to the Fund or one or more Members, including by reorganizing or reconstituting the Fund or restructuring distributions to the Investment Manager (any such amendment, an “Applicable Law Amendment”), so long as such Applicable Law Amendment does not adversely affect the interests of the Members in any material respect; provided that the Investment Manager shall give prompt notice to each Member of any such Applicable Law Amendment.

Amendments by the Managing Members. Notwithstanding the provisions of Section 13.114.1, the Managing Members shall have the authority to amend or modify this Agreement without any vote or other action by the other Members: (a) to reflect the admission of Subsequent Closing Members, Substitute Members and transfers of Units pursuant to this Agreement; (b) to form, qualify or continue the Fund as a limited liability company (or a company in which the Members have limited liability) in all jurisdictions in which the Fund conducts or plans to conduct business; (c) to change the name of the Fund; (d) to correct any typographical or other technical errors contained herein; (e) in connection with to the actions extent contemplated by Section 4.1(e4.3(c); (f) in connection with the actions contemplated by Section 2.3 herein, only insofar as such actions have (x) been approved by the Board and (y) are otherwise consistent with the provisions of this Agreement4.1(b); (g) to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof, so long as such amendment under this clause (g) does not adversely affect the interests of the Members; and (h) to address the application of any Applicable Law to the Fund or one or more Members, including by reorganizing or reconstituting the Fund or restructuring distributions to the Investment Manager (any such amendment, an “Applicable Law Amendment”), so long as such Applicable Law Amendment does not adversely affect the interests of the Members in any material respect; provided that the Investment Manager shall give prompt notice to each Member of any such Applicable Law Amendment.

Amendments by the Managing Members. Notwithstanding the provisions of Section 13.1, the Managing Members shall have the authority to amend or modify this Agreement without any vote or other action by the other Members: (a) to reflect the admission of Subsequent Closing Members, Substitute Members and transfers of Units pursuant to this Agreement; (b) to form, qualify or continue the Fund as a limited liability company (or a company in which the Members have limited liability) in all jurisdictions in which the Fund conducts or plans to conduct business; (c) to change the name of the Fund; (d) to correct any typographical or other technical errors contained herein; (e) in connection with the actions contemplated by Section 4.1(e); (f) in connection with the actions contemplated by Section 2.3 herein, only insofar as such actions have (x) been approved by the Board and (y) are otherwise consistent with the provisions of this Agreement; (g) to cure any ambiguity or correct or supplement any provision hereof that may be incomplete or inconsistent with any other provision hereof, so long as such amendment under this clause (gf) does not adversely affect the interests of the Members; and (hg) to address the application of any Applicable Law to the Fund or one or more Members, including by reorganizing or reconstituting the Fund or restructuring distributions to the Investment Manager (any such amendment, an “Applicable Law Amendment”), so long as such Applicable Law Amendment does not adversely affect the interests of the Members in any material respect; provided that the Investment Manager shall give prompt notice to each Member of any such Applicable Law Amendment.