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.
Appears in 11 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (NB Crossroads Private Markets Fund IV (TE) - Client LLC), Limited Liability Company Agreement (NB Crossroads Private Markets Fund IV Holdings LLC)
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 Agreementagreement, 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.
Appears in 3 contracts
Samples: Operating Agreement (Excelsior Buyout Investors LLC), Operating Agreement (Excelsior Venture Partners Iii LLC), Operating Agreement (Excelsior Venture Partners Fund Iii LLC)
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 Mem bers shall have delivered to the Company an opinion to the effect that either the existence of a particular consent right or particular consent rights, rights or the exercise thereof, 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 Agreementagreement, 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.
Appears in 1 contract
Samples: Operating Agreement (Excelsior Venture Partners Iii LLC)
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, rights or the exercise thereof, 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 Agreementagreement, 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.
Appears in 1 contract
Samples: Operating Agreement (Excelsior Venture Partners Iii LLC)