Common use of Authority of Limited Partners A Clause in Contracts

Authority of Limited Partners A. By the Majority Vote of the Unitholders, the Unitholders, without the consent of the GeneralPartners, may: (i) amend the Partnership Agreement; provided that such amendment (a) shall not in any manner allow the Unitholders to take part in the control of the Partnership's business in a manner which would subject them to liability as general partners under the Act or any other applicable law, and (b) shall not, without the consent of any General Partner affected, alter the rights, powers, or duties of the affected General Partner or its interest in Profit and Loss, Net Cash Flow, Net Proceeds of Sale or Refinancing, or alter any of the provisions of Section 8.2 hereof, (ii) dissolve or terminate the Partnership prior to the expiration of its term; (iii) remove a General Partner and elect a new General Partner; (iv) approve or disapprove of the Sale of all or substantially all of the Partnership's Proper- ties; or (v) terminate, upon 60 days notice, any contract between the Partnership and any General Partner or any Affiliate thereof. B. Any action taken pursuant to Section 5.3A hereof shall be void if any Unitholder, within 45 days after such action is taken, obtains a temporary restraining order, preliminary injunction or declaratory judgment from a court of competent jurisdiction or an opinion of counsel selected by the Majority Vote of the Unitholders on grounds that such action, if given effect, would have the prohibited effect referred to in Section 5.3A(i)(a) hereof.

Authority of Limited Partners A. By the Majority Vote of the Unitholders, the Unitholders, without the consent of the GeneralPartners, may: : (i) amend the Partnership Agreement; provided that such amendment (a) shall not in any manner allow the Unitholders to take part in the control of the Partnership's business in a manner which would subject them to liability as general partners under the Act or any other applicable law, and (b) shall not, without the consent of any General Partner affected, alter the rights, powers, or duties of the affected General Partner or its interest in Profit and Loss, Net Cash Flow, Net Proceeds of Sale or Refinancing, or alter any of the provisions of Section 8.2 hereof, , (ii) dissolve or terminate the Partnership prior to the expiration of its term; ; (iii) remove a General Partner and elect a new General Partner; ; (iv) approve or disapprove of the Sale of all or substantially all of the Partnership's Proper- tiesProperties; or or (v) terminate, upon 60 days notice, any contract between the Partnership and any General Partner or any Affiliate thereof. B. Any action taken pursuant to Section 5.3A hereof shall be void if any Unitholder, within 45 days after such action is taken, obtains a temporary restraining order, preliminary injunction or declaratory judgment from a court of competent jurisdiction or an opinion of counsel selected by the Majority Vote of the Unitholders on grounds that such action, if given effect, would have the prohibited effect referred to in Section 5.3A(i)(a) hereof.