Common use of No Approval Required for Above Powers Clause in Contracts

No Approval Required for Above Powers. Except as expressly ------------------------------------- provided in this Agreement (including, without limitation, the last sentence of this Section 7.1(b)), each of the Limited Partners agrees that --------------- the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. Notwithstanding the foregoing, the General Partner agrees that it will not take any of the following actions at any time prior to the first anniversary of the Effective Date without the Consent of Limited Partners holding a majority of the outstanding Limited Partnership Interests: (i) a merger, consolidation or share exchange of the General Partner and requiring the approval of the General Partner's shareholders or any merger, consolidation or partnership interest exchange of the Partnership; (ii) a sale, lease, transfer or other disposition of all of substantially all of the General Partner's assets requiring the approval of the General Partner's shareholders, a sale, lease, transfer or other disposition of all or substantially all of the Partnership's assets, or any election to dissolve the General Partner requiring the approval of the General Partner's shareholders; or (iii) an amendment to the Declaration of Trust requiring the approval of the General Partner's shareholders.

No Approval Required for Above Powers. Except as expressly ------------------------------------- provided in this Agreement (including, without limitation, the last sentence of this Section 7.1(b)), each of the Limited Partners agrees that --------------- the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement, the Act or any applicable law, rule or regulation. The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity. Notwithstanding the foregoing, the General Partner agrees that it will not take any of the following actions at any time prior to the first anniversary of the Effective Date without the Consent of Limited Partners holding a majority of the outstanding Limited Partnership Interests: (i) a merger, consolidation or share exchange of the General Partner and requiring the approval of the General Partner's shareholders or any merger, consolidation or partnership interest exchange of the Partnership; (ii) a sale, lease, transfer or other disposition of all of substantially all of the General Partner's assets requiring the approval of the General Partner's shareholders, a sale, lease, transfer or other disposition of all or substantially all of the Partnership's assets, or any election to dissolve the General Partner requiring the approval of the General Partner's shareholders; or (iii) an amendment to the Declaration of Trust requiring the approval of the General Partner's shareholders.