Proposal and Adoption of Amendments Generally Sample Clauses

Proposal and Adoption of Amendments Generally. A. Notwithstanding anything to the contrary contained herein, the Managing Partner may, without prior notice or consent of any other Partner, amend any provision of this Agreement (including an amendment to admit an additional or successor 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 Holders within a reasonable time thereafter. Amendments to this Agreement to reflect the addition or substitution of a Partner or the admission of a successor Managing Partner shall be made at the time and in the manner referred to in Section 10.
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Proposal and Adoption of Amendments Generally. 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.
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Proposal and Adoption of Amendments Generally. A. Notwithstanding anything to the contrary 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 or otherwise is permitted by Section 8.
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Proposal and Adoption of Amendments Generally. This Agreement may be amended by the Managers without the approval of the Members to cure any ambiguity, to correct or supplement any provision of this Agreement which may be inconsistent with any other provision of this Agreement, or to make provisions which will not be inconsistent with the provisions of this Agreement, or to add to the representations, duties or obligations of the Managers, or to surrender any right or power granted to the Managers herein, for the benefit of the Members.
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Proposal and Adoption of Amendments Generally. (a) Amendments to this Agreement to reflect the addition or substitution of a Limited Partner, the designation of an additional or successor General Partner or Class B Limited Partner, or the removal or withdrawal of a General Partner or Class B Limited Partner shall be made at the time and in the manner otherwise provided herein. Any other amendments to this Agreement may be proposed in the following manner: (1) By the General Partner or the Class B Limited Partner (which shall agree to the amendment prior to presentation thereof to the Limited Partners), who shall give to the Limited Partners via written notice the text of the proposed amendment, and if requested by the SLP, other information to evaluate the terms of the amendment which may include an opinion of counsel to address any state law or federal tax matters associated with such proposed amendment; or (2) By either the ILP or SLP, who shall submit to the General Partner and Class B Limited Partner via written notice the text of the proposed amendment, and if requested by the General Partner or Class B Limited Partner, other information to evaluate the terms of the amendment which may include an opinion of counsel to address any state law or federal tax matters associated with such proposed amendment. (b) Amendments proposed pursuant to Section 7.6(a)(1) above, subject to the provisions of Section 7.7, shall be adopted if the Consent of both the ILP and the SLP is obtained thereto. Amendments proposed pursuant to Section 7.6(a)(2) above shall be adopted if approved by the General Partner and Class B Limited Partner, which approval shall be deemed to have been obtained if, after thirty (30) days from the date the proposal is received by the General Partner and Class B Limited Partner, neither the SLP nor the ILP has received via written notice notification of the General Partner’s or Class B Limited Partner’s objection to the proposal. Each General Partner and Class B Limited Partner hereby grants to the SLP an irrevocable (to the extent permitted by applicable law) power of attorney coupled with an interest to execute and deliver any amendment to this Agreement which is proposed pursuant to Section 7.6(a)(2) and which the General Partner and Class B Limited Partner are deemed to have approved pursuant to the immediately preceding sentence. (c) The Class B Limited Partner shall, within a reasonable time after the adoption of any amendment to this Agreement, make any official filings, recordings an...
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Proposal and Adoption of Amendments Generally. (a) Amendments to this Agreement which do not, in the opinion of the Managing General Partner, have a material adverse effect upon the Unitholders or which are necessary or desirable, in the reasonable determination of the Managing General Partner, to satisfy any requirements, conditions or guidelines contained in any regulation, ruling, order, directive or opinion of any federal or state agency or judicial authority or contained in any federal or state statute or to preserve the status of JetFleet II as a partnership for federal income tax purposes or to ensure that Unitholders will be treated as limited partners for federal income tax purposes, may be made by the Managing General Partner through the use of the Power of Attorney granted in Section 12.1, without the approval of any Unitholder. Amendments which shall be deemed to be of an inconsequential nature not adversely affecting the rights of the Unitholders in any material respect include, without limitation, the following: (i) Amendments made to this Agreement to prevent the Reregistration or decertification of the Aircraft by the FAA or by third parties, or to reduce the risk of Reregistration or decenification of Aircraft; (ii) Changing the name or the location of a principal office of JetFleet II; (iii) Changing the name, address or Capital Account of a Partner or Unitholder to reflect changes through transfer, assignment or withdrawal from JetFleet II, change of address or reduction in capital (to the extent permitted by the California Act); (iv) To the extent this Agreement is inconsistent with the California Act, the Code or other applicable law, making any change necessary to conform this Agreement to law; (v) To the extent any provisions of this Agreement are ambiguous or inconsistent with other provisions in this Agreement or in the Prospectus For the Offering, making any change necessary to clarify this Agreement in order to conform it to the intentions of the Partners as reflected in this Agreement and the Prospectus For the Offering. (vi) Making any changes necessary or convenient to the orderly administration of JetFleet II's affairs which do not adversely effect the rights of the Unitholders in any material respect; (vii) Making any changes necessary to prevent JetFleet II or any General Partner or Unitholder (or any principal thereof) from being subject to the provisions of the Investment Company Act of 1940, as amended, or "plan asset" regulations adopted under ERISA; and (viii) Maki...
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Proposal and Adoption of Amendments Generally. (i) Any amendment to this Agreement may be proposed by any Partner. (ii) Amendments to this Agreement shall be adopted only if the General Partners and the Limited Partners, except Torrey, have approved the Amendment. (iii) The General Partner, without the necessity of signatures of other Partners, except as required hereunder, shall, as soon as possible after the adoption and execution of any amendment to this Agreement, make any filings or publications required or desirable to reflect such amendment, including any required filing or recordation of any certificate of limited partnership or other instrument or similar document.
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Related to Proposal and Adoption of Amendments Generally

  • Amendments Generally This Declaration of Trust may be restated and/or amended at any time by an instrument in writing signed by not less than a majority of the Board of Trustees and, to the extent required by this Declaration of Trust, the 1940 Act or the requirements of any securities exchange on which Shares are listed for trading, by approval of such amendment by the Shareholders in accordance with Article III, Section 6 hereof and Article V hereof. Any such restatement and/or amendment hereto shall be effective immediately upon execution and approval or upon such future date and time as may be stated therein. The Certificate of Trust shall be restated and/or amended at any time by the Board of Trustees, without Shareholder approval, to correct any inaccuracy contained therein. Any such restatement and/or amendment of the Certificate of Trust shall be executed by at least one (1) Trustee and shall be effective immediately upon its filing with the office of the Secretary of State of the State of Delaware or upon such future date as may be stated therein.

  • Execution of Amendments, etc Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

  • Limitation of Amendments 3.1 The amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document. 3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

  • Execution of Amendments In executing any amendment permitted by this Article V, the Rights Agent shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Rights Agent may, but is not obligated to, enter into any such amendment that affects the Rights Agent’s own rights, privileges, covenants or duties under this Agreement or otherwise.

  • Limitation of Amendment 3.1 The amendment set forth in Section 2, above, is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document. 3.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

  • Execution of Amendments, Supplements or Waivers The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver has been duly authorized, executed and delivered by the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms.

  • Form of Amendments (a) Promptly after the execution of any amendment, supplement or consent pursuant to Section 8.1 or 8.2, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Unaffiliated Certificateholder and the Indenture Trustee. (b) It shall not be necessary for the consent of Certificateholders, the Noteholders or the Owner Trustee pursuant to Section 8.2 to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Unaffiliated Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Unaffiliated Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (c) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (d) Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Owner Trustee may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

  • Amendments to Servicing Agreements, Modification of Standard Provisions (a) Subject to the prior written consent of the Trustee pursuant to Section 3.07(b), the Master Servicer from time to time may, to the extent permitted by the applicable Servicing Agreement, make such modifications and amendments to such Servicing Agreement as the Master Servicer deems necessary or appropriate to confirm or carry out more fully the intent and purpose of such Servicing Agreement and the duties, responsibilities and obligations to be performed by the Servicer thereunder. Such modifications may only be made if they are consistent with the REMIC Provisions, as evidenced by an Opinion of Counsel. Prior to the issuance of any modification or amendment, the Master Servicer shall deliver to the Trustee such Opinion of Counsel and an Officer's Certificate setting forth (i) the provision that is to be modified or amended, (ii) the modification or amendment that the Master Servicer desires to issue and (iii) the reason or reasons for such proposed amendment or modification. (b) The Trustee shall consent to any amendment or supplement to a Servicing Agreement proposed by the Master Servicer pursuant to Section 3.07(a), which consent and amendment shall not require the consent of any Certificateholder if it is (i) for the purpose of curing any mistake or ambiguity or to further effect or protect the rights of the Certificateholders or (ii) for any other purpose, provided such amendment or supplement for such other purpose cannot reasonably be expected to adversely affect Certificateholders. The lack of reasonable expectation of an adverse effect on Certificateholders may be established through the delivery to the Trustee of (i) an Opinion of Counsel to such effect or (ii) written notification from each Rating Agency to the effect that such amendment or supplement will not result in reduction of the current rating assigned by that Rating Agency to the Certificates. Notwithstanding the two immediately preceding sentences, the Trustee may, in its discretion, decline to enter into or consent to any such supplement or amendment if its own rights, duties or immunities shall be adversely affected. (i) Notwithstanding anything to the contrary in this Section 3.07, the Master Servicer from time to time may, without the consent of any Certificateholder or the Trustee, enter into an amendment (A) to an Other Servicing Agreement for the purpose of (i) eliminating or reducing Month End Interest and (ii) providing for the remittance of Full Unscheduled Principal Receipts by the applicable Servicer to the Master Servicer not later than the 24th day of each month (or if such day is not a Business Day, on the previous Business Day) or (B) to the WFHM Servicing Agreement for the purpose of changing the applicable Remittance Date to the 18th day of each month (or if such day is not a Business Day, on the previous Business Day). (ii) The Master Servicer may direct WFHM to enter into an amendment to the WFHM Servicing Agreement for the purposes described in Sections 3.07(c)(i)(B) and 10.01(b)(iii).

  • Certain Amendments Nothing herein shall be construed to prevent the Company from amending, altering, eliminating or reducing any plans, benefits or programs so long as the Executive continues to receive compensation and benefits consistent with Sections 3 through 6.

  • Amendments to Article I Article I of the Existing Credit Agreement is hereby amended in accordance with Subparts 2.1.1 through 2.1. Section 1.1 of the Existing Credit Agreement is hereby amended by inserting the following definitions in such Section in the appropriate alphabetical sequence:

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