Common use of Approval of Amendments Clause in Contracts

Approval of Amendments. Amendments to this Agreement which do not adversely affect the right of the Limited Partners in any material respect may be made by the General Partners without the consent of the Limited Partners if those amendments are (i) of an inconsequential nature (as determined in good faith by the General Partners), (ii) necessary to maintain the Partnership’s status as a partnership according to Code section 7701(a)(2), (iii) necessary to preserve the validity of any and all allocations of Partnership income, gain, loss or deduction pursuant to Code section 704(b), or (iv) contemplated by this agreement (including without limitation amendments in connection with the admission of new Partners, making of additional Capital Contributions or withdrawal of a Partner). Amendments to this Agreement other than those described in the foregoing sentence may be made only if embodied in an instrument signed by all General Partners and all Limited Partners. Any such supplemental agreement or amendment shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement. The General Partners shall give written notice to all Partners promptly after any amendment has become effective. Any amendment to this Agreement must be in writing.

Approval of Amendments. Amendments to this Agreement which do not adversely affect the right of the Limited Partners in any material respect may be made by the Managing General Partners Partner without the consent of any other Partner through use of the Limited Partners power of attorney described in Section 12.1 if those amendments are are: (i) of an inconsequential nature (a non-material nature, as reasonably determined in good faith by the Managing General Partners), Partner; (ii) for the purpose of creating a new class or classes of Limited Partnership Interests, admitting additional Limited Partners or reflecting the withdrawal of Limited Partners; (iii) necessary to maintain the Partnership’s 's status as a partnership according to Code section ss. 7701(a)(2), ) of the Code; (iiiiv) necessary to preserve the validity of any and all allocations of Partnership income, gain, loss or deduction pursuant to Code section ss. 704(b), ) of the Code; or (ivv) contemplated by this agreement (including without limitation amendments in connection with the admission of new Partners, making of additional Capital Contributions or withdrawal of a Partner)Agreement. Amendments to this Agreement other than those described in the foregoing first sentence may of this Article XI must be made only if embodied in an instrument signed by all General Partners and all Limited Partnersaccordance with the Partnership Act. Any such supplemental or amendatory agreement or amendment shall be adhered to and have the same effect from and after its effective date as if the same had originally been embodied in, and formed a part of, this Agreement. The Managing General Partners Partner shall give written notice to all of the Partners promptly after any amendment has become effective. Any amendment to this Agreement must be in writing.