Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement or to approve or initiate the taking of, or take, any other action at any meeting of Partners will not come into existence or be effective in any manner unless and until, prior to the exercise of any right or the taking of any action, the Partnership has received an opinion of counsel advising the Limited Partners (at the expense of the Partnership) as to the effect that the exercise of those rights or the taking of those actions may have on the limited liability of any Limited Partners other than those Limited Partners who have initiated that action, each of whom expressly acknowledges that the exercise of the right or the taking of the action may subject each of those Limited Partners to liability as a general partner under the Act or similar legislation in Canada.
Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement, to dissolve the Partnership or to remove the General Partner and to admit a replacement therefor or to exercise any of the powers set forth in Section 13.16 or to approve or initiate the taking of, or take, any other action at any meeting of Limited Partners or Class of Limited Partners shall not come into existence or be effective in any manner unless and until, prior to the exercise of any such right or the taking of any such action, the Partnership has received an opinion of counsel advising the Limited Partners or the Limited Partners of a Class, as the case may be, as to the effect that the exercise of such rights or the taking of such actions may have on the limited liability of any Limited Partners other than those Limited Partners who have initiated such action, each of whom expressly acknowledges that the exercise of such right or the taking of such action may subject each of such Limited Partners to liability as a general partner under the Act or applicable similar legislation.
Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement, to dissolve the Partnership, to remove a General Partner and elect a replacement therefor and to approve the sale of all or substantially all the assets of the Partnership pursuant to Sections 5.4 and 10.2 shall not come into existence or be effective in any manner unless and until (A) the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in interest of the Limited Partners, as to the legality of such action and (B) either (i) the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in interest of the Limited Partners, that such action may be effected without subjecting the Limited Partners to liability as general partners under the Uniform Limited Partnership Act of the State of Illinois or under the laws of such other jurisdictions in which the Partnership is formed or qualified, or (ii) an Illinois court having original jurisdiction in the premises has entered a judgment to the foregoing effect, and (C) either (i) the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in interest of the Limited Partners, that such action may be effected without changing the Partnership's status for tax purposes or (ii) either a court having original jurisdiction has entered a judgment, or the Internal Revenue Service has issued a ruling, to the foregoing effect. For purposes of this Section 10.3, counsel will be deemed satisfactory to the Limited Partners if proposed by the Managing General Partner and affirmatively approved in writing within 45 days by a majority in interest of the Limited Partners; provided that if the holders of 10% or more of the outstanding Interests propose counsel for this purpose, such proposed counsel, and not counsel proposed by the General Partners, shall be submitted for such approval by the Limited Partners.
Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement, to dissolve the Partnership or to remove the General Partner and to admit a replacement or to exercise any of the powers set out in Section 8.17 or to approve or initiate the taking of, or take, any other action at any meeting of Partners will not come into existence or be effective in any manner unless and until, prior to the exercise of any right or the taking of any action, the Partnership has received an opinion of counsel (who may be an employee of the General Partner or the Partnership) advising the Limited Partners (at the expense of the Limited Partners) as to the effect that the exercise of those rights or the taking of those actions may have on the limited liability of any Limited Partners other than those Limited Partners who have initiated that action, each of whom expressly acknowledges that the exercise of the right or the taking of the action may subject each of those Limited Partners to liability as the General Partner.
Conditions to Action by Limited Partners. The right of the Limited Partners under this Agreement to amend this Agreement, to dissolve the Partnership, or to designate a Substitute General Partner shall not come into existence or be effective in any manner unless and until (i) the Partnership has received an opinion of qualified, independent; counsel, which counsel is also satisfactory to a Majority in Interest of the Limited Partners, as to the legality of such action; (ii) either (a) the Partnership has received an opinion of qualified, independent counsel, which counsel is also satisfactory to a Majority in Interest of the Limited Partners, that such action may be effected without subjecting the Limited Partners to liability as general partners under the Act or under the laws of such other jurisdictions in which the Partnership is formed or qualified, or (b) a court having original jurisdiction in the matter has entered a judgment; to the foregoing effect; and (iii) either (a) the Partnership has received an opinion of qualified, independent counsel, which counsel is also satisfactory, to a Majority in Interest of the Limited Partners, that such action may be effected without changing the Partnership's status for federal income tax purposes or (b) either a court having original jurisdiction has entered a, judgment, or the Internal Revenue Service has issued a ruling, to the foregoing effect. For purposes of this Section 10.3, counsel will be deemed satisfactory to a Majority in Interest of the Limited Partners if proposed by, and affirmatively approved in writing within fifteen (15) days thereafter by, ,a Majority in Interest of the Limited Partners. ARTICLE ELEVEN -------------- AMENDMENTS ----------
Conditions to Action by Limited Partners. No action of the Limited Partners to:
