Approval of Amendments. Amendments to this Agreement may be made by the Managing General Partner without the consent of any other Partner through use of the power of attorney described in Section 12.1 if those amendments are: (i) of a non-material nature, as reasonably determined by the Managing General 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 status as a partnership according to ss. 7701(a)(2) of the Code; (iv) necessary to preserve the validity of any and all allocations of Partnership income, gain, loss or deduction pursuant to ss. 704(b) of the Code; or (v) contemplated by this Agreement. Amendments to this Agreement other than those described in the first sentence of this Article XI must be made in accordance with the Partnership Act. Any supplemental or amendatory agreement 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 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.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Media Equities International LLC), Limited Partnership Agreement (Media Equities International LLC)
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 Partner Partners without the consent of any other Partner through use of the power of attorney described in Section 12.1 Limited Partners if those amendments are: are (i) of a non-material nature, an inconsequential nature (as reasonably determined in good faith by the Managing General Partner; Partners), (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 ss. Code section 7701(a)(2) of the Code; ), (iviii) necessary to preserve the validity of any and all allocations of Partnership income, gain, loss or deduction pursuant to ss. Code section 704(b) of the Code; ), or (viv) contemplated by this Agreementagreement (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 first foregoing sentence of this Article XI must may be made only if embodied in accordance with the Partnership Actan instrument signed by all General Partners and all Limited Partners. Any such supplemental agreement or amendatory agreement 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 Partner Partners 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.
Appears in 2 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement