Common use of Amendments to be Adopted Solely by General Partner Clause in Contracts

Amendments to be Adopted Solely by General Partner. The General Partner (pursuant to the General Partner’s power of attorney from Limited Partners), without the consent of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file, and record whatever documents may be required in connection therewith, to reflect: (a) a change in the name of the Partnership, in the registered office or registered agent of the Partnership, or in the location of the principal place of business of the Partnership; (b) the admission, substitution, or removal of Partners in accordance with this Agreement; (c) a change that the General Partner has determined is reasonable and necessary or appropriate to qualify or register, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which Limited Partners have limited liability) under the laws of any state or which change is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes; (d) a change that (i) the General Partner has determined does not adversely affect Limited Partners in any material respect, (ii) is necessary or desirable to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, or (iii) is necessary or desirable to implement the provisions of the last sentence of Section 4.3(d)(v) of this Agreement; (e) an amendment that is necessary, in the opinion of counsel to the Partnership, to prevent the Partnership or the General Partner or their directors, officers, employees, agents, or representatives from in any manner being subjected to the “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended. Notice to Partners of an amendment pursuant to this Section 9.1 shall not be necessary.

Amendments to be Adopted Solely by General Partner. The General Partner (pursuant to the General Partner’s power of attorney from Limited Partners), without the consent of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file, and record whatever documents may be required in connection therewith, to reflect: (a) a A change in the name of the Partnership, in the registered office or registered agent of the Partnership, or in the location of the principal place of business of the Partnership; (b) the The admission, substitution, or removal of Partners in accordance with this Agreement; (c) a A change that the General Partner has determined is reasonable and necessary or appropriate to qualify or register, or continue the qualification or registration of, the Partnership as a limited partnership (or a partnership in which Limited Partners have limited liability) under the laws of any state or which change is necessary or advisable in the opinion of the General Partner to ensure that the Partnership will not be treated as an association taxable as a corporation for federal income tax purposes; (d) a A change that (i) the General Partner has determined does not adversely affect Limited Partners in any material respect, (ii) is necessary or desirable to satisfy any requirements, conditions, or guidelines contained in any opinion, directive, order, ruling, or regulation of any federal or state agency or judicial authority or contained in any federal or state statute, or (iii) is necessary or desirable to implement the provisions of the last sentence of Section 4.3(d)(v) of this Agreement4.3(d)(iv); (e) an An amendment that is necessary, in the opinion of counsel to the Partnership, to prevent the Partnership or the General Partner or their directors, officers, employees, agents, or representatives from in any manner being subjected to the “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended. Notice to Partners of an amendment pursuant to this Section 9.1 shall not be necessary.