Common use of PROHIBITED ACTIONS AND ACTIONS REQUIRING LIMITED PARTNER APPROVAL Clause in Contracts

PROHIBITED ACTIONS AND ACTIONS REQUIRING LIMITED PARTNER APPROVAL. Notwithstanding any other provisions of this Agreement to the contrary the General Partner shall not take any of the following actions without the prior consent of all of the Partners: 8.3.1. Change the nature of the Partnership business or the purpose of the Partnership set forth in Section 2.7; 8.3.2. Amend the provisions contained in Articles 5 or 6; 8.3.3. Amend the provisions of this Section 8.3 or the definitions of the defined terms used herein; 8.3.4. Terminate or dissolve the Partnership (except for terminations or dissolutions by reason of the circumstances described in Article 12) or file a petition with a bankruptcy court pursuant to the Federal Bankruptcy Code (except for filings described in Article 12); 8.3.5. Take any action or cause the Partnership to take action that could cause the Partnership not to be recognized as a partnership for federal income tax purposes; or 8.3.6. Admit to the Partnership any additional or successor Partners or recognize the validity of any attempted transfer of an interest in the Partnership except in accordance with the provisions of Article 10. The foregoing rights granted to each Partner in this Section 8.3 shall include only the right to grant or withhold consent to any of the foregoing actions that are initiated or proposed by the General Partner and each Partner shall have no right to require the General Partner to take any such action. If any consent of any Partner with respect to any course of action to be taken or not taken by the Partnership is requested, such consent shall not be unreasonably denied or withheld; and if such Partner shall not respond within fifteen (15) days after receipt of such request, such Partner shall be deemed to have given its consent pursuant to such request, and the other Partners (i) shall be entitled to take or refrain from taking any action in reliance thereon, and (ii) shall have no liability to such Partner as a result of such action or inaction.

PROHIBITED ACTIONS AND ACTIONS REQUIRING LIMITED PARTNER APPROVAL. Notwithstanding any other provisions of this Agreement to the contrary the General Partner shall not take any of the following actions without the prior consent of all of the Partners: 8.3.1. Change the nature of the Partnership business or the purpose of the Partnership set forth in Section 2.7; 8.3.2. Amend the provisions contained in Articles 5 or 6; 8.3.3. Amend the provisions of this Section 8.3 or the definitions of the defined terms used herein; 8.3.4. Terminate or dissolve the Partnership (except for terminations or dissolutions by reason of the circumstances described in Article 12) or file a petition with a bankruptcy court pursuant to the Federal Bankruptcy Code (except for filings described in Article 12); 8.3.5. Take any action or cause the Partnership to take action that could cause the Partnership not to be recognized as a partnership for federal income tax purposes; or 8.3.6. Admit to the Partnership any additional or successor Partners or recognize the validity of any attempted transfer of an interest in the Partnership except in accordance with the provisions of Article 10. The foregoing rights granted to each Partner in this Section 8.3 shall include only the right to grant or withhold consent to any of the foregoing actions that are initiated or proposed by the General Partner and each Partner shall have no right to require the General Partner to take any such action. If any consent of any Partner with respect to any course of action to be taken or not taken by the Partnership is requested, such consent shall not be unreasonably denied or withheld; and if such Partner shall not respond within fifteen (15) days after receipt of such request, such Partner shall be deemed to have given its consent pursuant to such request, and the other Partners (i) shall be entitled to take or refrain from taking any action in reliance thereon, and (ii) shall have no liability to such Partner as a result of such action or inaction.