Consent of Limited Partners. By acceptance of a LP Certificate, each Limited Partner expressly approves and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote of less than all of the Limited Partners, such action may be so taken upon the concurrence of less than all of the Limited Partners and each present and future Limited Partner shall be bound by the results of such action.
Consent of Limited Partners. Various provisions of this Agreement require or permit the consent, agreement, approval or disapproval, written or otherwise, of the Limited Partners. In any such case, the General Partner shall give all Limited Partners written notice of the action, event or agreement, and if such notice expressly so states, then if the Limited Partner does not indicate its disapproval by written notice to the General Partner within the period of time (not less than 15 days after mailing of the notice) specified in the notice, such Partner shall be deemed to have given its written consent, approval or agreement.
Consent of Limited Partners. Each of Xxxxxxxxx, International, KED and Tortoise, by executing this Agreement, hereby authorizes and consents to the sale of the interests of IRP GP in Resource Partners to Buyer. In accordance with, and pursuant to the terms of the Second Amended and Restated Agreement of Limited Partnership of International Resource Partners LP dated as of April 18, 2008 (the “Partnership Agreement”), Buyer, as transferee of the general partnership units of Resource Partners agrees to assume the rights and duties of IRP GP under the Partnership Agreement and to be bound by the provisions of the Partnership Agreement, as it may be amended from time to time.
Consent of Limited Partners. With respect to any action, decision or other matter arising under this Agreement which requires that the General Partner obtain the prior approval or consent of a Limited Partner or which is subject to the satisfaction of a Limited Partner, such approval, consent or satisfaction will be deemed to have been obtained for all purposes with respect to a Limited Partner if such Limited Partner does not inform the General Partner in writing of its objection to the proposed action, decision or other matter requiring an approval, consent or satisfaction within five (5) Business Days after the date on which the General Partner advises the Limited Partner in writing of the proposed action, decision or other matter.
Consent of Limited Partners. The methods for allocating income and loss are hereby expressly consented to by each Limited Partner as a condition of becoming a Limited Partner.
Consent of Limited Partners to Admission of Successor or Additional General Partners Each of the Limited Partners, by the execution of this Agreement, Consents for all purposes of the Act to the admission of any Person as a successor or additional General Partner for which the express Consent of a majority-in-interest of the Limited Partners has been obtained at the time pursuant to Section 6.1. Upon receipt of such a Consent to such admission from a majority-in-interest of the Limited Partners, then, subject to the provisions of Section 6.2, the admission shall, without any further Consent or approval of the Limited Partners, be an act of all the Limited Partners.
Consent of Limited Partners. The Limited Partners hereby expressly agree and acknowledge that the purpose of this Amendment is to revise the Agreement to permit the General Partner, for and on behalf of the Partnership, to (a) execute and deliver a full, unconditional guarantee (on a joint and several basis with LifePoint and other LifePoint Affiliates) of the obligations of LifePoint and the LifePoint Affiliates under LifePoint's $150,000,000 Senior Subordinated Notes due 2009 and all existing and future senior indebtedness of LifePoint and the LifePoint Affiliates including, without limitation, LifePoint's Credit Agreement dated May 11, 1999, as the same may be modified or amended from time to time without notice to the Limited Partners (the "LifePoint Debt"), and (b) to pledge all of the assets of the Partnership to secure such obligations under the LifePoint Debt (the "Actions"). Further, the Limited Partners hereby expressly authorize and consent to the taking of the actions by the General Partner, for and on behalf of the Partnership (and any other actions necessary or appropriate to further evidence, secure or permit LifePoint and/or the LifePoint Affiliates to fully perform their obligations under the LifePoint Debt).
Consent of Limited Partners. Seller obtaining, not later than ninety (90) days after the expiration of the "Financing Contingency Deadline" (as hereinafter defined), all consents or approvals of the limited partners of Seller (the "Limited Partners") required to consummate the sale of the Property by Seller pursuant to the terms and conditions of this Agreement. In the event that the Limited Partners disapprove of or otherwise affirmatively refuse to consent to the sale of the Property on the terms and conditions set forth in this Agreement prior to such date (the "Target Approval Date"), this Agreement shall terminate as of the date Seller notifies Buyer in writing of such disapproval. In the event that Seller is unable to obtain the required consents or approvals prior to the Target Approval Date, but in the absence of an affirmative disapproval of the sale of the Property to Buyer, Buyer, at Buyer's option, shall have the right to terminate this Agreement upon written notice delivered to Seller and Escrow Holder within five (5) business days following the Target Approval Date. If Buyer does not terminate this Agreement in accordance with the foregoing sentence, then Seller shall continue to pursue obtaining the required consents and approvals for an additional period of ninety (90) days beyond the Target Approval Date (the "Extended Approval Period"). In the event that Seller has not obtained the required consents or approvals prior to the expiration of the Extended Approval Period, or in the event that during the Extended Approval Period the Limited Partners disapprove of or otherwise affirmatively refuse to consent to the sale of the Property on the terms and conditions set forth in this Agreement, this Agreement shall terminate as of the earlier to occur of (i) the expiration of the Extended Approval Period, or (ii) the date on which Seller notifies Buyer in writing of such disapproval. Seller shall, from and after the Financing Contingency Deadline, diligently pursue obtaining all necessary consents, and shall keep Buyer reasonably informed of its progress. In the event of any termination of this Agreement pursuant to this Section 3.3.4, the Deposit shall be returned to Buyer, and Seller shall reimburse Buyer for Buyer's actual, out-of-pocket costs and expenses incurred in connection with the negotiation and documentation of this Agreement and with Buyer's investigation of the Property pursuant to Article 6 below, up to a maximum of $50,000.00, not later than thirty (30) days f...
Consent of Limited Partners. The Limited Partners hereby consent to the exercise by the General Partner of the powers conferred on the General Partner by this Agreement.
Consent of Limited Partners. Each party to this Agreement who is a Limited Partner of the Partnership hereby consents as a Limited Partner to all of the provisions of this Agreement.
