Authorization for Amendment Clause Samples
Authorization for Amendment. In addition to the foregoing, and notwithstanding any other provision of this Agreement, including, without limitation, Section 14.1 of this Agreement, the General Partner is authorized (without any requirement of the consent or approval of any other Partners) to make all such amendments to this Section 10.3 as it shall determine, in its sole judgment, to be necessary, desirable or appropriate to implement the 2015 Budget Act Partnership Audit Rules and any regulations, procedures, rulings, notices, or other administrative interpretations thereof promulgated by the U.S.
Authorization for Amendment. At the direction of the trustees of the Distribution Trusts and with the consent (as evidenced in the manner provided in Section 11.1) of beneficiaries thereof having aggregate Units of at least a majority of total Units allocated to all beneficiaries, the Trustee shall promptly make and execute a declaration amending this Agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or amendments hereto; provided, however, that no such amendment shall permit the Trustee to engage in any activity prohibited hereunder or affect the rights of the Distribution Trusts and the beneficiaries thereof to receive their respective pro rata shares of the Trust Assets at the time of distribution, or otherwise materially and adversely affect the rights of the Distribution Trusts and beneficiaries thereof; and provided, further, that no amendment shall increase the potential liabilities of the Trustee without the written consent of the Trustee. In addition to any amendments otherwise authorized herein, this Agreement may be amended from time to time by the Trustee, without the consent of any of the Distribution Trusts; (i) to add to the representations, duties or obligations of the Trustee or surrender any right or power granted to the Trustee; and (ii) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Agreement, which will not be inconsistent with the provisions of this Agreement; provided, however, that no amendment shall be adopted pursuant to this Section 13.1 unless the adoption thereof (A) is for the benefit of or not adverse to the interests of the Distribution Trusts or the beneficiaries thereof; and (B) does not alter the proportionate interest of a Distribution Trust or any beneficiary thereofin any way without the consent of the Distribution Trust or beneficiary thereof adversely affected thereby.