Limitations on Requirements for Consents. Notwithstanding anything to the contrary contained in this Agreement, the powers of the Unit Holders set forth in Sections 4.5D, 4.5E, 4.5F, 6.3A, 6.6A, 6.7 and 12.5 shall not be deemed to be granted to the Unit Holders or exercisable by them if, prior to the exercise of such powers, counsel for the Limited Partnership or counsel designated by Unit Holders owning at least 10% of the outstanding Depositary Units delivers to the Depositary an opinion to the effect that the grant or the exercise of those powers is prohibited by the Act, will impair the limited liability of the Depositary or the Unit Holders or will affect the classification of the Limited Partnership as a partnership for Federal income tax purposes.
Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, but subject to the requirements of the Investment Company Act, in the event that counsel for the Company or counsel designated by Members holding not less than 10% of the Units owned by all Members shall have delivered to the Company an opinion to the effect that either the existence of a particular consent right or particular consent rights, or the exercise thereof, will violate the provisions of the Act or the laws of the other jurisdictions in which the Company is then formed or qualified, will adversely affect the limited liability of the Members, or will adversely affect the classification of the Company as a partnership for federal or state income tax purposes, then notwithstanding the other provisions of this Agreement, the Members shall no longer have such right, or shall not be entitled to exercise such right in the instant case, as the case may be.
Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, but subject to the requirements of the Investment Company Act, in the event that counsel for the Fund or counsel designated by Limited Partners holding not less than 10% of the Interests owned by all Limited Partners shall have delivered to the Fund an opinion to the effect that either the existence of a particular consent right or particular consent rights, or the exercise thereof, will violate the provisions of the Act or the laws of the other jurisdictions in which the Fund is then formed or qualified, will adversely affect the limited liability of the Limited Partners, or will adversely affect the classification of the Fund as a partnership for federal or state income tax purposes, then notwithstanding the other provisions of this Agreement, the Limited Partners shall no longer have such right, or shall not be entitled to exercise such right in the instant case, as the case may be.
Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement unless, prior to the exercise by the Investors other than the Directors of the rights of such Investors: (i) to approve actions of the Directors pursuant to Section 3.09; (ii) to vote to remove a Director or Investment Manager pursuant to Section 12.03 or to approve the appointment of a successor Director pursuant to Section 12.05; (iii) to approve and elect or remove Directors and to approve certain Fund matters pursuant to Section 5.04; (iv) to approve and elect to dissolve the Fund pursuant to Section 15.01(c); or (v) to amend this Agreement pursuant to Section 6.03, as the case may be, counsel for the Fund or counsel designated by not less than 10% of the Shares owned by all Investors shall have delivered to the Fund an opinion to the effect that neither the existence of such right or rights nor the exercise thereof will violate the provisions of the Act or the laws of the other jurisdictions in which the Fund is then formed or qualified, will adversely affect the limited liability of the Investors and Directors, or will adversely affect the classification of the Fund as a partnership for federal or state income tax purposes, then:
Limitations on Requirements for Consents. Notwithstanding anything to the contrary contained in this Agreement, the powers of the Limited Partners set forth in Sections 4.5E, 4.5F, 4.5G, 6.2A, 6.4 and 11.5 shall not be deemed to be granted to the Limited Partners or exercisable by them unless and until counsel for the Limited Partnership or counsel designated by at least 10% in Interest (as to capital and Profits and Losses) of the Limited Partners shall have delivered to the Limited Partnership an opinion to the effect that neither the grant nor the exercise of those powers is prohibited by the Act, will impair the limited liability of the Limited Partners or will affect the classification of the Limited Partnership as a partnership for Federal income tax purposes.
Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, but subject to the requirements of the 1940 Act, in the event that counsel for the Partnership shall have delivered to the Partnership an opinion to the effect that either the existence of a particular consent right or particular consent rights, or the exercise thereof, will violate the provisions of the Delaware Act or the laws of the other jurisdictions in which the Partnership is then formed or qualified or will adversely affect the limited liability of the Limited Partners, will adversely affect the Partnership’s status as an Employees’ Securities Company, or will adversely affect the classification of the Partnership as a partnership for United States federal income tax purposes, then notwithstanding the other provisions of this Agreement, the Limited Partners shall no longer have such right, or shall not be entitled to exercise such right in the instant case, as the case may be.
Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, unless, prior to the exercise by the Limited Partners of the rights of the Limited Partners: (i) to approve actions of the General Partners pursuant to Section 3.09; (ii) to vote to remove a General Partner pursuant to Section 12.03 or to approve the appointment of a successor General Partner pursuant to Section 12.05; (iii) to approve and elect or remove General Partners and to approve certain Partnership matters pursuant to Section 5.04; (iv) to approve and elect to dissolve the Partnership pursuant to Section 15.01(c); or (v) to amend this Agreement pursuant to Section 6.03, as the case may be, counsel for the Partnership or counsel designated by not less than 10% of the Units owned by all Partners shall have delivered to the Partnership an opinion to the effect that neither the existence of such right or rights nor the exercise thereof will violate the provisions of DRULPA or the laws of the other jurisdictions in which the Partnership is then formed or qualified, will adversely affect the limited liability of the Limited Partners, or will adversely affect the classification of the Partnership as a partnership for federal income tax purposes, then: (a) notwithstanding the provisions of Section 3.09, the General Partners shall be prohibited from taking an action, performing an act, or entering into a transaction, as the case may be; (b) notwithstanding the provisions of Sections 12.03 and 12.05, the Limited Partners shall be prohibited from removing a General Partner or from approving the appointment of a successor General Partner; (c) notwithstanding the provisions of Section 5.04, the Limited Partners shall be prohibited from approving and electing or removing General Partners and approving certain Partnership matters, as the case may be; (d) notwithstanding the provisions of Section 15.01(c), the Limited Partners shall be prohibited from electing to dissolve the Partnership; and (e) notwithstanding the provisions of Section 6.03, the Limited Partners shall be prohibited from amending this Agreement. Such counsel may rely as to the law of any jurisdiction, other than a jurisdiction in which such counsel's principal office is located, on an opinion of counsel in such other jurisdiction in form and substance satisfactory to such counsel.
Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, but subject to the requirements of the Investment Company Act, in the event that counsel for the Company or counsel designated by Members holding not less than 10% of the Shares owned by all Members shall have delivered to the Company an opinion to the effect that either the existence of a particular consent right or particular consent rights or the exercise thereof will violate the provisions of the Act or the laws of the other jurisdictions in which the Company is then formed or qualified, will adversely affect the limited liability of the Members, or will adversely affect the classification of the Company as a partnership for federal or state income tax purposes a special meeting of Members shall be immediately called to allow the Members to review the opinion and remedy the matter on which the opinion has been delivered. Should the special meeting of Members fail to remedy the matter then, notwithstanding the other provisions of this agreement, the Members shall no longer have such right, or shall not be entitled to exercise such right in the instant case, as the case may be.
