Common use of Amendments Power of Attorney Clause in Contracts

Amendments Power of Attorney. (a) This Agreement may be amended or modified with the consent by the General Partner; provided that no such amendment shall (i) increase any Partner’s relative share of capital contributions, reduce its share of the Partnership’s distributions, income and gains, or increase its share of the Partnership’s losses without the written consent of each Partner so affected (for the avoidance of doubt, adjustments in Profit Sharing Percentages and capital interests in the Partnership effected in accordance with the provisions of this Agreement shall not be deemed to be amendments or modifications of this Agreement for this purpose), or (ii) amend this Section 10.7 without the consent of each Partner. (b) Each Limited Partner hereby grants to each General Partner an irrevocable power of attorney to consent to any amendment or modification of this Agreement duly adopted pursuant to Section 10.7(a) and to execute any instrument, certificate or writing evidencing the taking of any action which has been approved in accordance with the provisions of this Agreement. (c) The General Partner may unilaterally amend this Agreement on or before the effective date of the final regulations, as determined by the General Partner in its sole discretion, to (i) authorize and direct the election of a safe harbor under Treas. Reg. Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred in connection with the performance of services is treated as being equal to the liquidation value of that interest, (ii) provide for an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the IRS with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) provide for the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Regulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) provide for any other related amendments.

Amendments Power of Attorney. (a) This Agreement may be amended or modified with the consent by of 75% in Interest of the General Partnermembers of the Management Committee; provided that no such amendment shall (ia) increase any PartnerMember’s relative share of capital contributions, reduce its share of the PartnershipCompany’s distributions, income and gains, or increase its share of the PartnershipCompany’s losses without the written consent of each Partner Member so affected (for the avoidance of doubt, adjustments in Profit Sharing Percentages and capital interests in the Partnership Company effected in accordance with the provisions of this Agreement shall not be deemed to be amendments or modifications of this Agreement for this purpose), or (iib) amend this Section 10.7 10.8 without the consent of each PartnerMember. (b) Each Limited Partner Non-Managing Member hereby grants to each General Partner Managing Member an irrevocable power of attorney to consent to any amendment or modification of this Agreement duly adopted pursuant to Section 10.7(a10.8(a) and to execute any instrument, certificate or writing evidencing the taking of any action which has been approved in accordance with the provisions of this Agreement. (c) The General Partner Management Committee may unilaterally amend this Agreement on or before the effective date of the final regulations, as determined by the General Partner Management Committee in its sole discretion, to (i) authorize and direct the election of a safe harbor under Treas. Reg. Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership membership interest that is transferred in connection with the performance of services is treated as being equal to the liquidation value of that interest, (ii) provide for an agreement by the Partnership Company and each of its Partners Members to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the IRS with respect to such election) with respect to all partnership membership interests transferred in connection with the performance of services while the election remains effective, (iii) provide for the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Regulation Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) provide for any other related amendments.

Amendments Power of Attorney. (a) This Agreement may be amended or modified with the consent by the General Partner; provided that no such amendment shall (i) increase any Partner’s relative share of capital contributions, reduce its share of the Partnership’s distributions, income and gains, or increase its share of the Partnership’s losses without the written consent of each Partner so affected (for the avoidance of doubt, adjustments made pursuant to this Agreement, including adjustments in Profit Sharing Percentages Percentages, Capital Commitments and capital interests in the Partnership effected in accordance with the provisions of this Agreement Agreement, shall not be deemed to be amendments or modifications of this Agreement for this purpose), or (ii) amend this Section 10.7 without the consent of each Partner.. 101306536.9 (b) Each Limited Partner hereby grants to each General Partner an irrevocable power of attorney to consent to any amendment or modification of this Agreement duly adopted pursuant to Section 10.7(a) and to execute any instrument, certificate or writing evidencing the taking of any action which has been approved in accordance with the provisions of this Agreement. (c) The General Partner may unilaterally amend this Agreement on or before the effective date of the final regulations, as determined by the General Partner in its sole discretion, to (i) authorize and direct the election of a safe harbor under Treas. Reg. Treasury Regulations Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred in connection with the performance of services is treated as being equal to the liquidation value of that interest, (ii) provide for an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the IRS with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) provide for the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Regulation Treasury Regulations Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) provide for any other related amendments.

Amendments Power of Attorney. (a) This Agreement may be amended or modified with the consent by the General Partner; provided that no such amendment shall (i) increase any Partner’s relative share of capital contributions, reduce its share of the Partnership’s distributions, income and gains, or increase its share of the Partnership’s losses without the written consent of each Partner so affected (for the avoidance of doubt, adjustments in Profit Sharing Percentages and capital interests in the Partnership effected in accordance with the provisions of this Agreement shall not be deemed to be amendments or modifications of this Agreement for this purpose), or (ii) amend this Section 10.7 without the consent of each Partner. (b) Each Limited Partner hereby grants to each General Partner an irrevocable power of attorney to consent to any amendment or modification of this Agreement duly adopted pursuant to Section 10.7(a) and to execute any instrument, certificate or writing evidencing the taking of any action which has been approved in accordance with the provisions of this Agreement. (c) The General Partner may unilaterally amend this Agreement on or before the effective date of the final regulations, as determined by the General Partner in its sole discretion, to (i) authorize and direct the election of a safe harbor under Treas. Reg. Treasury Regulations Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred in connection with the performance of services is treated as being equal to the liquidation value of that interest, (ii) provide for an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the IRS with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) provide for the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Regulation Treasury Regulations Section 1.704-1(b)(4)(xii)(b) and (c), and (iv) provide for any other related amendments.