Common use of Limitations on General Partner Clause in Contracts

Limitations on General Partner. Without the prior written consent of Universal as a Limited Partner, the General Partner shall not have the power to: (a) perform or refrain from performing any act (i) which does not preserve the economic benefit to Universal of the distribution of Distributable Cash as contemplated in Article V hereof; or (ii) which increases any liabilities of Universal as Limited Partner to the Partnership or the General Partner in a manner not contemplated in this Agreement as of the date hereof; (b) change the purposes of the Partnership as set forth in Section 1.3; (c) unless the Call Purchase Price has been paid, amend the Approved Business Plan; (d) unless the Call Purchase Price has been paid, cause the Partnership to incur any expenses other than expenses incurred by the Manager on behalf of the Partnership or reasonable expenses incurred in connection with (i) ministerial filings required to maintain limited partnership status, (ii) the preparation and filing of Partnership income tax returns, (iii) income tax audits, (iv) all payments required of Licensee under the License Agreement and (v) the approved Development Budget as contemplated in the Management Agreement; (e) unless the Call Purchase Price has been paid, amend Sections 3.1, 3.2, 6.1, 6.4, 8.3, 9.1(e), 9.2, 9.4, 9.6, 9.11, 9.12, 10.1, 12.2, 14.10 or 14.12 or Articles IV, V or VII; (f) unless the Call Purchase Price has been paid (and for a period of 366 days following payment of such Call Purchase Price), cause a petition under any Chapter of Title 11 of the United States Code or any similar law or regulation to be filed by or against the Partnership; cause a custodian, receiver or trustee to be appointed for the Partnership; or make an assignment for the benefit of creditors with respect to the Partnership; or (g) issue additional interests in the Partnership or admit additional Partners in a manner which would dilute the interest of Universal.