Common use of Limitations on Requirements for Consents Clause in Contracts

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: (a) notwithstanding the provisions of Section 3.09, the Directors 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 Investors other than the Directors shall be prohibited from removing a Director or from approving the appointment of a successor Director; (c) notwithstanding the provisions of Section 5.04, the Investors other than the Directors shall be prohibited from approving and electing or removing Directors and approving certain Fund matters, as the case may be; (d) notwithstanding the provisions of Section 15.01(c), the Investors other than the Directors shall be prohibited from electing to dissolve the Fund; and (e) notwithstanding the provisions of Section 6.03, the Investors other than the Directors 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 Agreement, unless, prior to the exercise by the Investors other than the Directors Limited Partners of the rights of such Investorsthe Limited Partners: (i) to approve actions of the Directors General Partners pursuant to Section 3.09; (ii) to vote to remove a Director or Investment Manager General Partner pursuant to Section 12.03 or to approve the appointment of a successor Director General Partner pursuant to Section 12.05; (iii) to approve and elect or remove Directors General Partners and to approve certain Fund Partnership matters pursuant to Section 5.04; (iv) to approve and elect to dissolve the Fund 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 Fund Partnership or counsel designated by not less than 10% of the Shares Units owned by all Investors Partners shall have delivered to the Fund Partnership an opinion to the effect that neither the existence possession of such right or rights nor the exercise thereof will violate the provisions of the Act DRULPA or the laws of the other jurisdictions in which the Fund Partnership is then formed or qualified, will adversely affect the limited liability of the Investors and DirectorsLimited Partners, or will adversely affect the classification of the Fund Partnership as a partnership for federal or state income tax purposes, then: (a) notwithstanding the provisions of Section 3.09, the Directors 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 Investors other than the Directors Limited Partners shall be prohibited from removing a Director General Partner or from approving the appointment of a successor DirectorGeneral Partner; (c) notwithstanding the provisions of Section 5.04, the Investors other than the Directors Limited Partners shall be prohibited from approving and electing or removing Directors General Partners and approving certain Fund Partnership matters, as the case may be; (d) notwithstanding the provisions of Section 15.01(c), the Investors other than the Directors Limited Partners shall be prohibited from electing to dissolve the FundPartnership; and (e) notwithstanding the provisions of Section 6.03, the Investors other than the Directors 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 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; (iiiii) 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 that 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: (a) notwithstanding the provisions of Section 3.09, the Directors 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 Investors other than the Directors shall be prohibited from removing a Director or from approving the appointment of a successor Director; (c) notwithstanding the provisions of Section 5.04, the Investors other than the Directors shall be prohibited from approving and electing or removing Directors and approving certain Fund matters, as the case may be; (d) notwithstanding the provisions of Section 15.01(c), the Investors other than the Directors shall be prohibited from electing to dissolve the Fund; and (e) notwithstanding the provisions of Section 6.03, the Investors other than the Directors 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 Agreement, unless, prior to the exercise by the Investors other than the Directors Limited Partners of the rights of such Investorsthe Limited Partners: (i) to approve actions of the Directors General Partners pursuant to Section 3.09; (ii) to vote to remove a Director or Investment Manager General Partner pursuant to Section 12.03 or to approve the appointment of a successor Director General Partner pursuant to Section 12.05; (iii) to approve and elect or remove Directors General Partners and to approve certain Fund Partnership matters pursuant to Section 5.04; (iv) to approve and elect to dissolve the Fund 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 Fund Partnership or counsel designated by not less than 10% of the Shares Units owned by all Investors Partners shall have delivered to the Fund Partnership an opinion to the effect that neither the existence possession of such right or rights nor the exercise thereof will violate the provisions of the Act DRULPA or the laws of the other jurisdictions in which the Fund Partnership is then formed or qualified, will adversely affect the limited liability of the Investors and DirectorsLimited Partners, or will adversely affect the classification of the Fund Partnership as a partnership for federal or state income tax purposes, then: : (a) notwithstanding the provisions of Section 3.09, the Directors 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 Investors other than the Directors Limited Partners shall be prohibited from removing a Director General Partner or from approving the appointment of a successor Director; General Partner; (c) notwithstanding the provisions of Section 5.04, the Investors other than the Directors Limited Partners shall be prohibited from approving and electing or removing Directors General Partners and approving certain Fund Partnership matters, as the case may be; ; (d) notwithstanding the provisions of Section 15.01(c), the Investors other than the Directors Limited Partners shall be prohibited from electing to dissolve the FundPartnership; and and (e) notwithstanding the provisions of Section 6.03, the Investors other than the Directors 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 Agreement, unless, prior to the exercise by the Investors other than the Directors Limited Partners of the rights of such Investorsthe Limited Partners: (i) to approve actions of the Directors General Partners pursuant to Section 3.09; (ii) to vote to remove a Director or Investment Manager General Partner pursuant to Section 12.03 or to approve the appointment of a successor Director General Partner pursuant to Section 12.05; (iii) to approve and elect or remove Directors General Partners and to approve certain Fund Partnership matters pursuant to Section 5.04; (iv) to approve and elect to dissolve the Fund Partnership pursuant to Section 15.01(c); or (v) to amend this Agreement pursuant to Section 6.01 or 6.03, as the case may be, counsel for the Fund Partnership or counsel designated by not less than 10% of the Shares Units owned by all Investors Partners and reasonably satisfactory to the Partnership shall have delivered to the Fund Partnership an opinion to the effect that neither the existence possession of such right or rights nor the exercise thereof will violate the provisions of the Act DRULPA or the laws of the other jurisdictions in which the Fund Partnership is then formed or qualified, will adversely affect the limited liability of the Investors and DirectorsLimited Partners, or will adversely affect the classification of the Fund Partnership as a partnership for federal or state income tax purposes, then: : (a) notwithstanding the provisions of Section 3.09, the Directors 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 Investors other than the Directors Limited Partners shall be prohibited from removing a Director General Partner or from approving the appointment of a successor Director; General Partner; (c) notwithstanding the provisions of Section 5.04, the Investors other than the Directors Limited Partners shall be prohibited from approving and electing or removing Directors General Partners and approving certain Fund Partnership matters, as the case may be; ; (d) notwithstanding the provisions of Section 15.01(c), the Investors other than the Directors Limited Partners shall be prohibited from electing to dissolve the FundPartnership; and and (e) notwithstanding the provisions of Section 6.01 or 6.03, the Investors other than the Directors 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. Any opinion provided pursuant to this Section 14.02 shall be paid for by the Partnership.

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 11.03 or to approve the appointment of a successor Director pursuant to Section 12.0511.05; (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(c14.01(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: (a) notwithstanding the provisions of Section 3.09, the Directors 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 11.03 and 12.0511.05, the Investors other than the Directors shall be prohibited from removing a Director or from approving the appointment of a successor Director; (c) notwithstanding the provisions of Section 5.04, the Investors other than the Directors shall be prohibited from approving and electing or removing Directors and approving certain Fund matters, as the case may be; (d) notwithstanding the provisions of Section 15.01(c14.01(c), the Investors other than the Directors shall be prohibited from electing to dissolve the Fund; and (e) notwithstanding the provisions of Section 6.03, the Investors other than the Directors 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 Agreement, unless, prior to the exercise by the Investors other than the Directors Limited Partners of the rights of such Investorsthe Limited Partners: (i) to approve actions of the Directors General Partners pursuant to Section 3.09; (ii) to vote to remove a Director or Investment Manager General Partner pursuant to Section 12.03 or to approve the appointment of a successor Director General Partner pursuant to Section 12.05; (iii) to approve and elect or remove Directors General Partners and to approve certain Fund Partnership matters pursuant to Section 5.04; (iv) to approve and elect to dissolve the Fund 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 Fund Partnership or counsel designated by not less than 10% of the Shares Units owned by all Investors Partners shall have delivered to the Fund Partnership 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 DRULPA or the laws of the other jurisdictions in which the Fund Partnership is then formed or qualified, will adversely affect the limited liability of the Investors and DirectorsLimited Partners, or will adversely affect the classification of the Fund Partnership as a partnership for federal or state income tax purposes, then: : (a) notwithstanding the provisions of Section 3.09, the Directors 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 Investors other than the Directors Limited Partners shall be prohibited from removing a Director General Partner or from approving the appointment of a successor Director; General Partner; (c) notwithstanding the provisions of Section 5.04, the Investors other than the Directors Limited Partners shall be prohibited from approving and electing or removing Directors General Partners and approving certain Fund Partnership matters, as the case may be; ; (d) notwithstanding the provisions of Section 15.01(c), the Investors other than the Directors Limited Partners shall be prohibited from electing to dissolve the FundPartnership; and and (e) notwithstanding the provisions of Section 6.03, the Investors other than the Directors 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.