Opinion. Except for consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited liability of the Limited Partners, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery of such opinion of counsel, Limited Partners holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or voting rights.
Appears in 9 contracts
Samples: Agreement of Limited Partnership (Education Realty Trust, Inc.), Contract of Sale (Education Realty Trust, Inc.), Agreement of Limited Partnership (Education Realty Trust, Inc.)
Opinion. Except for consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner Member shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunderMembers under this Agreement, counsel for the Partnership Company or counsel employed by the Limited Partners Members shall have delivered to the Partnership Company an opinion satisfactory to the Partners Members to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited impose personal liability of the Limited Partnerson a Member without that Member’s consent, and (iii) will not adversely affect the classification of the Partnership Company as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery non-delivery of such opinion of counsel, Limited Partners Members holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners Members determine to exercise their consent or voting rights.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Ashford Inc.), Limited Liability Company Agreement (Ashford Inc.), Limited Liability Company Agreement (Ashford Inc)
Opinion. Except for consents Consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited liability of the Limited Partners, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery non-delivery of such opinion of counsel, Limited Partners holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or voting rights.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Ashford Hospitality Prime, Inc.), Agreement of Limited Partnership (Ashford Hospitality Trust Inc), Limited Partnership Agreement (Ashford Hospitality Prime, Inc.)
Opinion. Except for consents Consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited liability of the Limited Partners, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery of such opinion of counsel, Limited Partners holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or voting rights.
Appears in 4 contracts
Samples: Limited Partnership Agreement (Ashford Hospitality Trust Inc), Limited Partnership Agreement (Ashford Hospitality Trust Inc), Limited Partnership Agreement (Ashford Hospitality Trust Inc)
Opinion. Except for consents Consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited impose personal liability of the on a Limited PartnersPartner without that Limited Partner’s consent, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery non-delivery of such opinion of counsel, Limited Partners holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or voting rights.
Appears in 3 contracts
Samples: Agreement of Limited Partnership (Stirling Hotels & Resorts, Inc.), Contribution Agreement (Ashford Hospitality Trust Inc), Limited Partnership Agreement (Ashford Hospitality Prime, Inc.)
Opinion. Except for consents Consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited liability of the Limited Partners, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery of such opinion of counsel, Limited Partners holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or voting rights.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Boykin Lodging Co), Limited Partnership Agreement (Boykin Lodging Co)
Opinion. Except for consents Consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited liability of the Limited Partners, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery of such opinion of counsel, Limited Partners holding more than seventy-five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or and/or voting rights.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Boykin Lodging Trust Inc)
Opinion. Except for consents Consents obtained pursuant to Sections 13.1 or 13.2, no Limited Partner shall exercise any consent or voting rights unless either (a) at the time of the giving of consent or casting of any vote by the Partners hereunder, counsel for the Partnership or counsel employed by the Limited Partners shall have delivered to the Partnership an opinion satisfactory to the Partners to the effect that such conduct (i) is permitted by the Act, (ii) will not impair the limited liability of the Limited Partners, and (iii) will not adversely affect the classification of the Partnership as a partnership for federal income tax purposes, or (b) irrespective of the delivery or nondelivery non‑delivery of such opinion of counsel, Limited Partners holding more than seventy-five seventy‑five percent (75%) of the Common Percentage Interests of the Limited Partners determine to exercise their consent or voting rights.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ashford Hospitality Prime, Inc.)