Common use of By Consent Clause in Contracts

By Consent. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein, (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members, (c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 Act or any similar state or federal law, (d) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement, (e) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or (f) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date; provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.

By Consent. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein, (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members, (c) to make such changes as the Board in good xxxxx fxxxx xxxxx necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 Act or any similar state or federal law, (d) to make any changes that the Board, in its discretion, deems necessary or appropriate in connection with the Reorganization (and which shall be disclosed to the Members prior to the Reorganization in connection with the Members’ elections to receive interests in the Reorganized Entities), (e) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement, (ef) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or (fg) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date; provided, however, that no amendment shall may be made pursuant to clauses (a) through (eg) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.

By Consent. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein, (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members,, Confidential (c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 U.S. Investment Company Act of 1940, as amended or any similar state or federal law, (d) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement, (e) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or (fe) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date; provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member Members to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.

By Consent. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein, (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members, (c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 U.S. Investment Company Act of 1940, as amended or any similar state or federal law, (d) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement, (e) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or (fe) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date; provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member Members to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.

By Consent. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein, (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members, (c) to make such changes as the Board in good xxxxx fxxxx xxxxx necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 Act or any similar state or federal law, (d) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement, (e) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or (f) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date; provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.

By Consent. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein, (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members, (c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 Act or any similar state or federal law, (d) to make any changes that the Board, in its discretion, deems necessary or appropriate in connection with the Reorganization (and which shall be disclosed to the Members prior to the Reorganization in connection with the Members’ elections to receive interests in the Reorganized Entities), (e) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement, (ef) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or (fg) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date; provided, however, that no amendment shall may be made pursuant to clauses (a) through (e) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.

By Consent. Except as otherwise provided in this Agreement, the terms and provisions of this Agreement (including, without limitation, 13.8.8) may be amended (which term includes any waiver, modification, or deletion of this Agreement) during or after the term of the Company, with the prior written consent of (i) in the case of an amendment not affecting the rights of the Preferred Unitholders, a majority in interest of the Common Unitholders, (ii) in the case of an amendment not affecting the rights of a Common Unitholder (including rights or protections with respect to tax consequences of Common Unitholders), a majority in interest of the Preferred Unitholders, and (iii) in case of an amendment affecting the rights (including rights or protections with respect to tax consequences of Common Unitholders) of both the Common Unitholders and the Preferred Unitholders, a majority in interest of the Common Unitholders and a majority in interest of the Preferred Unitholders. Notwithstanding the immediately preceding sentence, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein, (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members, (c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its Affiliates under the 1940 Act or any similar state or federal law, (d) to make any changes that the Board, in its discretion, deems necessary or appropriate in connection with the Reorganization (and which shall be disclosed to the Members prior to the Reorganization in connection with the Members’ elections to receive interests in the Reorganized Entities), (e) to make any revision to Schedule A, Schedule B or Schedule C made in accordance with this Agreement, (ef) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, or (fg) to make any amendment agreed with any Member admitted to the Company after the Initial Closing Date; provided, however, that no amendment shall may be made pursuant to clauses (a) through (eg) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.