Common use of Proposal and Adoption of Amendments General Clause in Contracts

Proposal and Adoption of Amendments General. A. Notwithstanding anything to the contrary contained herein, the General Partner may, without prior notice or consent of any Unit Holder, amend any provision of this Agreement (including an amendment to admit an additional General Partner or a successor General Partner in the event of the withdrawal or Removal of the General Partner) if, in its opinion, such amendment does not have a material adverse effect upon the Unit Holders. Amendments to this Agreement to reflect the addition or substitution of a Limited Partner or the admission of a successor General Partner shall be made at the time and in the manner referred to in Section 11.2. Any other amendment to this Agreement may be proposed by the General Partner or holders of at least 10% of the outstanding Depositary Units. The Unit Holder or Unit Holders proposing such amendment shall submit a Notification containing (a) the text of such amendment and (b) a statement of the purpose of such amendment. The General Partner shall, within 15 days after receipt of any proposal under this Section 11.1A, give Notification to all Partners and Unit Holders of such proposed amendment and of such statement of purpose, together, in the case of an amendment proposed by other Partners or Unit Holders, with the views, if any, of the General Partner with respect to such proposed amendment, unless the General Partner has received prior thereto an opinion of counsel to the effect that such amendment is permitted by the Act, will impair the limited liability of the Unit Holders, or will adversely affect the classification of the Limited Partnership as a partnership for federal income tax purposes.

Proposal and Adoption of Amendments General. A. Notwithstanding anything to the contrary contained herein, the General Managing Partner may, without prior notice or consent of any Unit Holderother Partner, amend any provision of this Agreement (including an amendment to admit an additional General Partner or a successor General Partner in the event of the withdrawal or Removal of the General Managing Partner) if, in its opinion, such amendment does not have a material adverse effect upon the Limited Partnership. Such amendment shall thereafter be disclosed to the Unit HoldersHolders within a reasonable time thereafter. Amendments to this Agreement to reflect the addition or substitution of a Limited Partner or the admission of a successor General Managing Partner shall be made at the time and in the manner referred to in Section 11.210.2. Any other amendment to this Agreement may be proposed by the General Managing Partner or holders of at least 10% of the outstanding Depositary UnitsLimited Partnership. The Unit Holder Partner or Unit Holders Partners proposing such amendment shall submit a Notification containing (ai) the text of such amendment and amendment, (bii) a statement of the purpose of such amendment, and (iii) an opinion of counsel obtained by the Partner or Partners proposing such amendment to the effect that such amendment is permitted by the Act, will not impair the limited liability of the Unit Holders, and will not adversely affect the classification of the Limited Partnership or the Production Partnership as partnerships for federal income tax purposes. The General Managing Partner shall, within 15 days after receipt of any proposal under this Section 11.1Al0.lA, give Notification to all Partners and Unit Holders Xxxxxers of such proposed amendment and amendment, of such statement of purposepurpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners or Unit HoldersPartners, with the views, if any, of the General Managing Partner with respect to such proposed amendment, unless the General Partner has received prior thereto an opinion of counsel to the effect that such amendment is permitted by the Act, will impair the limited liability of the Unit Holders, or will adversely affect the classification of the Limited Partnership as a partnership for federal income tax purposes.