Common use of Fundamental Matters Clause in Contracts

Fundamental Matters. The following matters shall require the prior unanimous authorization and approval of the Management Committee: (a) Any transaction in which the Partnership (i) acquires, purchases or leases any asset or right for consideration having a fair market value in excess of $25,000, (ii) consolidates or merges with or into any other Person, (iii) sells, assigns, leases or otherwise transfers any asset or right having a fair market value in excess of $25,000, or (iv) assumes any liability or obligation in connection with Section 6.2(a)(i) above in excess of $25,000. (b) The approval, execution and delivery of any contract, lease or agreement following the date of this Agreement, including without limitation, the Project Loan Documents, the Marketing Agreement, the Management Agreement and the Project Documents; provided, that no such approval shall be required for (i) any contracts and permit applications in existence prior to the date of this Agreement and listed on Schedule 1.1(c) hereto, or (ii) any other contract, lease or agreement which is expressly non-recourse to the Partners so long as the amounts to be paid by the Partnership thereunder, together with all other amounts to be paid by the Partnership pursuant to contracts, leases or agreements that have not been unanimously approved or ratified by the Management Committee, does not exceed $50,000 in the aggregate excluding contracts, leases or agreements for supplies used in the ordinary course of business and contemplated in the Operating Budget. (c) The approval, execution or delivery of any amendments to, modification or termination of, enforcement of rights under, or any consents or waivers in connection with any contract, lease or agreement, other than contracts entered into without prior unanimous approval of the Management Committee pursuant to subsection 6.2(a) or clause (ii) of subsection 6.2(b) above. (d) The sale or issuance by the Partnership of any interest, or of any option, warrant or similar right to acquire any interest, of any kind in the Partnership. (e) Any decision to (i) terminate all or any substantial part of the Project (an "Abandonment") or (ii) engage in any activity not contemplated by this Agreement. (f) The incurrence or assumption of any Indebtedness by the Partnership, except for (i) Indebtedness which, when the principal amount thereof is aggregated with the principal amount of Indebtedness previously incurred pursuant to this subsection 6.2(f) which remains outstanding, does not exceed $25,000 and (ii) the Indebtedness represented by the Project Loan Documents. (g) The granting of any Lien (other than Permitted Liens) on the assets or rights of the Partnership. (h) The repayment (other than (i) repayments in accordance with scheduled maturity and (ii) paydowns on the Revolving Credit Facility), voluntary prepayment or redemption of, or any refinancing or other modification of the terms of, any Indebtedness. (i) The adoption and modification of the Operating Budget or the Project Budget (collectively, the "Budgets"). (j) The approval of any expenditure or investment not previously authorized in any Budget; provided, however, that no such approval shall be required for any expenditure or investment so long as the amount expended by the Partnership, together with the amounts of all other expenditures by the Partnership during any fiscal year that have not been approved or ratified by the Management Committee, does not exceed $25,000 in the aggregate. (k) The initiation of any legal proceedings or arbitration on behalf of the Partnership, or the settlement of any claim by or against the Partnership with respect to claims in excess of $25,000 or which include requests for an injunction, specific performance or other equitable relief. (l) The selection, removal, or determination of authority and responsibility of the officers of the Partnership, general or special counsel for the Partnership, accountants and auditors for the Partnership and the Project and the approval of any change in the accounting or tax policy of the Partnership or the Project. (m) To the extent not specified in this Agreement, (i) any distribution of income or any assets or rights of the Partnership or (ii) the redemption, purchase or other acquisition of any interest in the Partnership. (n) Except as contemplated in Article X of this Agreement, liquidating or dissolving, or proposing to liquidate or dissolve, or effecting, or proposing to effect, a recapitalization in any form of transaction, of the Partnership. (i) Commencing any case, proceeding or other action (A) under any existing or future law or any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for All or any substantial part of its assets; (ii) making, or proposing to make, a general assignment for the benefit of its creditors; (iii) admitting or proposing to admit in writing its inability to pay its debts as they become due; (iv) filing or proposing to file any plan of reorganization pursuant to 11 U.S.C. ss. 101 et seq.; (v) taking, or proposing to take, any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the acts set forth in clause (i) or (ii) above. (p) Establishing any operating or capital reserves other than those required by the Project Loan Documents. (q) Establishing committees of the Management Committee and delegating voting authority to such committees. (r) The approval, execution or delivery of any amendments to, modification or termination of, or any waivers of any rights under, or the grant of any consents under or in connection with any Project Document, any Project Loan Document, the Marketing Agreement or the Management Agreement. (s) The approval or taking of any action that would be an event of default or that would give rise to a right of termination under any Project Document or any Project Loan Document. (t) The approval or taking with any action that would give rise to an event of default under any Project Loan Document or that would give rise to a right of acceleration or termination under any Project Loan Document. (u) The reimbursement by the Partnership of any General Partner under Section 6.4(b) hereof of any amount in excess of $5,000 during any fiscal quarter. (v) Any change in or termination of any insurance policies maintained by the Partnership. (w) Any agreement to undertake any action that would require the approval of the Management Committee under this Section 6.2. (x) Any act in contravention of this Agreement or the Act. (y) Any act which would make it impossible to carry on the ordinary business of the Partnership. (z) Possession of Partnership property by any Partner, or the assignment, transfer or pledge of rights of the Partnership in specific Partnership property for other than a Partnership purpose or other than for the benefit of the Partnership, or any commingling the funds of the Partnership with the funds of any other person. (aa) Any action which would cause the Partnership to be treated as other than a partnership for Federal income tax purposes.

Fundamental Matters. The following matters shall require the prior unanimous authorization and approval of the Management Committee: (a) Any transaction transaction, or series of transactions in the aggregate, (other than those approved by any Budget) in which the Partnership (i) acquires, purchases or leases any capital asset or right for consideration having a fair market value in excess of $25,000, (ii) consolidates or merges with or into any other Person, (iii) sells, assigns, leases or otherwise transfers any asset or right having a fair market value in excess of $25,000, or (iv) assumes any liability or obligation in connection with Section 6.2(a)(i) above in excess of $25,000. (b) The approval, execution and delivery of any contract, lease or agreement following the date of this Agreement, including without limitation, the Project Loan Documents, the Marketing Agreement, the Management Agreement and the Project Documents; provided, that no such approval shall be required for (i) any contracts and permit applications in existence prior to the date of this Agreement and listed on Schedule 1.1(c1.1(b) hereto, or (ii) any other contract, lease or agreement which is expressly non-recourse to the Partners so long as the amounts to be paid by the Partnership thereunder, together with all other amounts to be paid by the Partnership pursuant to contracts, leases or agreements that have not been unanimously approved or ratified by the Management Committee, does not exceed $50,000 in the aggregate excluding contracts, leases or agreements for supplies used in the ordinary course of business and contemplated in the Operating Budget. (c) The approval, execution or delivery of any amendments to, modification or termination of, enforcement of rights under, or any consents or waivers in connection with any contract, lease or agreement, other than contracts entered into without prior unanimous approval of the Management Committee pursuant to subsection 6.2(a) or clause (ii) of subsection 6.2(b) above. (d) The sale or issuance by the Partnership of any interest, or of any option, warrant or similar right to acquire any interest, of any kind in the Partnership. (e) Any decision to (i) terminate all or any substantial part of the Project (an "Abandonment") or (ii) engage in any activity not contemplated by this Agreement. (f) The incurrence or assumption of any Indebtedness by the Partnership, except for (i) Indebtedness which, when the principal amount thereof is aggregated with the principal amount of Indebtedness previously incurred pursuant to this subsection 6.2(f) which remains outstanding, does not exceed $25,000 and (ii) the Indebtedness represented by the Project Loan Documents. (g) The granting of any Lien (other than Permitted Liens) on the assets or rights of the Partnership. (h) The repayment (other than (i) repayments in accordance with scheduled maturity and (ii) paydowns on the Revolving Credit Facilitymaturity), voluntary prepayment or redemption of, or any refinancing or other modification of the terms of, any Indebtedness. (i) The adoption and modification of the Operating Budget or the Project Budget (collectively, the "Budgets"). (j) The approval of any expenditure or investment not previously authorized in any Budget; provided, however, that no such approval shall be required for any expenditure or investment so long as the amount expended by the Partnership, together with the amounts of all other expenditures by the Partnership during any fiscal year that have not been approved or ratified by the Management Committee, does not exceed $25,000 in the aggregate. (k) The initiation of any legal proceedings or arbitration on behalf of the Partnership, or the settlement of any claim by or against the Partnership with respect to claims in excess of $25,000 or which include requests for an injunction, specific performance or other equitable relief. (lk) The selection, removal, or determination of authority and responsibility of the officers of the Partnership, general or special counsel for the Partnership, accountants and auditors for the Partnership and the Project and the approval of any change in the accounting or tax policy of the Partnership or the Project. (ml) To the extent not specified in this Agreement, (i) any distribution of income or any assets or rights of the Partnership or (ii) the redemption, purchase or other acquisition of any interest in the Partnership. (nm) Except as contemplated in Article X of this Agreement, liquidating or dissolving, or proposing to liquidate or dissolve, or effecting, or proposing to effect, a recapitalization in any form of transaction, of the Partnership. (n) (i) Commencing any case, proceeding or other action (A) under any existing or future law or any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for All or any substantial part of its assets; (ii) making, or proposing to make, a general assignment for the benefit of its creditors; (iii) admitting or proposing to admit in writing its inability to pay its debts as they become due; (iv) filing or proposing to file any plan of reorganization pursuant to 11 U.S.C. ss. 101 et seq.; (v) taking, or proposing to take, any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the acts set forth in clause (i) or (ii) above. (po) Establishing any operating or capital reserves other than those required by the Project Loan Documents. (qp) Establishing committees of the Management Committee and delegating voting authority to such committees. (rq) The approval, execution or delivery of any amendments to, modification or termination of, or any waivers of any rights under, or the grant of any consents under or in connection with any Project Document, any Project Loan Document, the Marketing Agreement or the Management Agreement. (sr) The approval or taking of any action that would be an event of default or that would give rise to a right of termination under any Project Document or any Project Loan Document. (ts) The approval or taking with any action that would give rise to an event of default under any Project Loan Document or that would give rise to a right of acceleration or termination under any Project Loan Document. (ut) The reimbursement by the Partnership of any General Partner under Section 6.4(b) hereof of any expenses incurred thereby in an amount in excess of $5,000 during any fiscal quarterquarter (other than those contemplated by any Budget). (vu) Any change in or termination of any insurance policies maintained by the Partnership. (wv) Any agreement to undertake any action that would require the approval of the Management Committee under this Section 6.2. (xw) Any act in contravention of this Agreement or the Act. (yx) Any act which would make it impossible to carry on the ordinary business of the Partnership. (zy) Possession of Partnership property by any Partner, or the assignment, transfer or pledge of rights of the Partnership in specific Partnership property for other than a Partnership purpose or other than for the benefit of the Partnership, or any commingling the funds of the Partnership with the funds of any other person. (aaz) Any action which would cause the Partnership to be treated as other than a partnership for Federal income tax purposes. (aa) Any confession of a judgment against the Partnership or any Partner.

Fundamental Matters. The following matters shall require the prior unanimous authorization and approval of the Management Committee: (a) Any transaction in which the Partnership (i) acquires, purchases or leases any asset or right for consideration having a fair market value in excess of $25,000, (ii) consolidates or merges with or into any other Person, (iii) sells, assigns, leases or otherwise transfers any asset or right having a fair market value in excess of $25,000, or (iv) assumes any liability or obligation in connection with Section 6.2(a)(i) above in excess of $25,000. (b) The approval, execution and delivery of any contract, lease or agreement following the date of this Agreement, including without limitation, the Project Loan Documents, the Marketing Agreement, the Management Agreement and the Project Documents; provided, that no such approval shall be required for (i) any contracts and permit applications in existence prior to the date of this Agreement and listed on Schedule 1.1(c) hereto, or (ii) any other contract, lease or agreement which is expressly non-non- recourse to the Partners so long as the amounts to be paid by the Partnership thereunder, together with all other amounts to be paid by the Partnership pursuant to contracts, leases or agreements that have not been unanimously approved or ratified by the Management Committee, does not exceed $50,000 in the aggregate excluding contracts, leases or agreements for supplies used in the ordinary course of business and contemplated in the Operating Budget. (c) The approval, execution or delivery of any amendments to, modification or termination of, enforcement of rights under, or any consents or waivers in connection with any contract, lease or agreement, other than contracts entered into without prior unanimous approval of the Management Committee pursuant to subsection 6.2(a) or clause (ii) of subsection 6.2(b) above. (d) The sale or issuance by the Partnership of any interest, or of any option, warrant or similar right to acquire any interest, of any kind in the Partnership. (e) Any decision to (i) terminate all or any substantial part of the Project (an "Abandonment") or (ii) engage in any activity not contemplated by this Agreement. (f) The incurrence or assumption of any Indebtedness by the Partnership, except for (i) Indebtedness which, when the principal amount thereof is aggregated with the principal amount of Indebtedness previously incurred pursuant to this subsection 6.2(f) which remains outstanding, does not exceed $25,000 and (ii) the Indebtedness represented by the Project Loan Documents. (g) The granting of any Lien (other than Permitted Liens) on the assets or rights of the Partnership. (h) The repayment (other than (i) repayments in accordance with scheduled maturity and (ii) paydowns on the Revolving Credit Facility), voluntary prepayment or redemption of, or any refinancing or other modification of the terms of, any Indebtedness. (i) The adoption and modification of the Operating Budget or the Project Budget (collectively, the "Budgets"). (j) The approval of any expenditure or investment not previously authorized in any Budget; provided, however, that no such approval shall be required for any expenditure or investment so long as the amount expended by the Partnership, together with the amounts of all other expenditures expen ditures by the Partnership during any fiscal year that have not been approved or ratified by the Management Committee, does not exceed $25,000 in the aggregate. (k) The initiation of any legal proceedings or arbitration on behalf of the Partnership, or the settlement of any claim by or against the Partnership with respect to claims in excess of $25,000 or which include requests for an injunction, specific performance or other equitable relief. (l) The selection, removal, or determination of authority and responsibility of the officers of the Partnership, general or special counsel for the Partnership, accountants and auditors for the Partnership and the Project and the approval of any change in the accounting or tax policy of the Partnership or the Project. (m) To the extent not specified in this Agreement, (i) any distribution of income or any assets or rights of the Partnership or (ii) the redemption, purchase or other acquisition of any interest in the Partnership. (n) Except as contemplated in Article X of this Agreement, liquidating or dissolving, or proposing to liquidate or dissolve, or effecting, or proposing to effect, a recapitalization in any form of transaction, of the Partnership. (i) Commencing any case, proceeding or other action (A) under any existing or future law or any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for All or any substantial part of its assets; (ii) making, or proposing to make, a general assignment for the benefit of its creditors; (iii) admitting or proposing to admit in writing its inability to pay its debts as they become due; (iv) filing or proposing to file any plan of reorganization pursuant to 11 U.S.C. ss. Section 101 et seq.; (v) taking, or proposing to take, any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the acts set forth in clause (i) or (ii) above. (p) Establishing any operating or capital reserves other than those required by the Project Loan Documents. (q) Establishing committees of the Management Committee and delegating voting authority to such committees. (r) The approval, execution or delivery of any amendments to, modification or termination of, or any waivers of any rights under, or the grant of any consents under or in connection with any Project Document, any Project Loan Document, the Marketing Agreement or the Management Agreement. (s) The approval or taking of any action that would be an event of default or that would give rise to a right of termination under any Project Document or any Project Loan Document. (t) The approval or taking with any action that would give rise to an event of default under any Project Loan Document or that would give rise to a right of acceleration or termination under any Project Loan Document. (u) The reimbursement by the Partnership of any General Partner under Section 6.4(b) hereof of any amount in excess of $5,000 during any fiscal quarter. (v) Any change in or termination of any insurance policies maintained by the Partnership. (w) Any agreement to undertake any action that would require the approval of the Management Committee under this Section 6.2. (x) Any act in contravention of this Agreement or the Act. (y) Any act which would make it impossible to carry on the ordinary business of the Partnership. (z) Possession of Partnership property by any Partner, or the assignment, transfer or pledge of rights of the Partnership in specific Partnership property for other than a Partnership purpose or other than for the benefit of the Partnership, or any commingling the funds of the Partnership with the funds of any other person. (aa) Any action which would cause the Partnership to be treated as other than a partnership for Federal income tax purposes.