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

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 10.2. Any other amendment to this Agreement may be proposed by the Managing Partner or the Limited Partnership. The Partner or Partners proposing such amendment shall submit a Notification containing (i) the text of such amendment, (ii) 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 NPI Partnership as partnerships for federal income tax purposes. The Managing Partner shall, within 15 days after receipt of any proposal under this Section 10.1A, give Notification to all Partners of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners, with the views, if any, of the Managing Partner with respect to such proposed amendment.

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 10.2. Any other amendment to this Agreement may be proposed by the Managing Partner or the Limited Partnership. The Partner or Partners proposing such amendment shall submit a Notification containing (i) the text of such amendment, (ii) 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 NPI Production Partnership as partnerships for federal income tax purposes. The Managing Partner shall, within 15 days after receipt of any proposal under this Section 10.1A1O.1A, give Notification to all Partners of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners, with the views, if any, of the Managing Partner with respect to such proposed amendment.

Proposal and Adoption of Amendments Generally. A. Notwithstanding anything to the contrary contained herein, the Managing General Partner may, without prior notice or consent of any other PartnerUnit Holder, amend any provision of this Agreement (including an amendment to admit an additional General Partner or a successor Managing 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 Limited Partnership. Such amendment shall thereafter be disclosed to the Unit Holders within a reasonable time thereafterHolders. Amendments to this Agreement to reflect the addition or substitution of a Limited Partner or the admission of a successor Managing General Partner shall be made at the time and in the manner referred to in Section 10.211.2. Any other amendment to this Agreement may be proposed by the Managing General Partner or holders of at least 10% of the Limited Partnershipoutstanding Depositary Units. The Partner Unit Holder or Partners Unit Holders proposing such amendment shall submit a Notification containing (ia) the text of such amendment, (iib) a statement of the purpose of such amendment, and (iiic) an opinion of counsel obtained by the Partner Unit Holder or Partners Unit Holders 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 NPI Partnership as partnerships a partnership for federal income tax purposes. The Managing General Partner shall, within 15 days after receipt of any proposal under this Section 10.1A1l.1A, give Notification to all Partners and Unit Holders of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other PartnersPartners or Unit Holders, with the views, if any, of the Managing General Partner with respect to such proposed amendment.

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 10.2. Any other amendment to this Agreement may be proposed by the Managing Partner or the Limited Partnership. The Partner or Partners proposing such amendment shall submit a Notification containing (i) the text of such amendment, (ii) 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 NPI Production Partnership as partnerships for federal income tax purposes. The Managing Partner shall, within 15 days after receipt of any proposal under this Section 10.1A10.lA, give Notification to all Partners Parxxxxx of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners, with the views, if any, of the Managing Partner with respect to such proposed amendment.

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 10.2. Any other amendment to this Agreement may be proposed by the Managing Partner or the Limited Partnership. The Partner or Partners proposing such amendment shall submit a Notification containing (i) the text of such amendment, (ii) 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 NPI Partnership as partnerships for federal income tax purposes. The Managing Partner shall, within 15 days after receipt of any proposal under this Section 10.1Al0.lA, give Notification to all Partners Xxxxxers of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners, with the views, if any, of the Managing Partner with respect to such proposed amendment.

Proposal and Adoption of Amendments Generally. A. Notwithstanding anything to the contrary contained herein, the Managing General Partner may, without prior notice or consent of any other PartnerUnit Holder, amend any provision of this Agreement (including an amendment to admit an additional General Partner or a successor Managing 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 Limited Partnership. Such amendment shall thereafter be disclosed to the Unit Holders within a reasonable time thereafterHolders. Amendments to this Agreement to reflect the addition or substitution of a Limited Partner or the admission of a successor Managing General Partner shall be made at the time and in the manner referred to in Section 10.211.2. Any other amendment to this Agreement may be proposed by the Managing General Partner or holders of at least 10% of the Limited Partnershipoutstanding Depositary Units. The Partner Unit Holder or Partners Unit Holders proposing such amendment shall submit a Notification containing (ia) the text of such amendment, (iib) a statement of the purpose of such amendment, and (iiic) an opinion of counsel obtained by the Partner Unit Holder or Partners Unit Holders 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 NPI Partnership as partnerships a partnership for federal income tax purposes. The Managing General Partner shall, within 15 days after receipt of any proposal under this Section 10.1All.1A, give Notification to all Partners and Unit Holders of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other PartnersPartners or Unit Holders, with the views, if any, of the Managing General Partner with respect to such proposed amendment.

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 10.2. Any other amendment to this Agreement may be proposed by the Managing Partner or the Limited Partnership. The Partner or Partners proposing such amendment shall submit a Notification containing (i) the text of such amendment, (ii) 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 NPI Production Partnership as partnerships for federal income tax purposes. The Managing Partner shall, within 15 days after receipt of any proposal under this Section 10.1A, give Notification to all Partners of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners, with the views, if any, of the Managing Partner with respect to such proposed amendment.

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 10.2. Any other amendment to this Agreement may be proposed by the Managing Partner or the Limited Partnership. The Partner or Partners proposing such amendment shall submit a Notification containing (i) the text of such amendment, (ii) 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 NPI Production Partnership as partnerships for federal income tax purposes. The Managing Partner shall, within 15 days after receipt of any proposal under this Section 10.1A10.lA, give Notification to all Partners Parxxxxx of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners, with the views, if any, of the Managing Partner with respect to such proposed amendment.

Proposal and Adoption of Amendments Generally. A. Notwithstanding anything to the contrary contained herein, the Managing General Partner may, without prior notice or consent of any other PartnerUnit Holder, amend any provision of this Agreement (including an amendment to admit an additional General Partner or a successor Managing 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 Limited Partnership. Such amendment shall thereafter be disclosed to the Unit Holders within a reasonable time thereafterHolders. Amendments to this Agreement to reflect the addition or substitution of a Limited Partner or the admission of a successor Managing General Partner shall be made at the time and in the manner referred to in Section 10.211.2. Any other amendment to this Agreement may be proposed by the Managing General Partner or holders of at least 10% of the Limited Partnershipoutstanding Depositary Units. The Partner Unit Holder or Partners Unit Holders proposing such amendment shall submit a Notification containing (ia) the text of such amendment, amendment and (iib) 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 NPI Partnership as partnerships for federal income tax purposes. The Managing General Partner shall, within 15 days after receipt of any proposal under this Section 10.1All.1A, give Notification to all Partners and Unit Holders of such proposed amendment, amendment and of such statement of purpose and of such opinion of counselpurpose, together, in the case of an amendment proposed by other PartnersPartners or Unit Holders, with the views, if any, of the Managing 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 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 10.2. Any other amendment to this Agreement may be proposed by the Managing Partner or the Limited Partnership. The Partner or Partners proposing such amendment shall submit a Notification containing (i) the text of such amendment, (ii) 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 NPI Production Partnership as partnerships for federal income tax purposes. The Managing Partner shall, within 15 days after receipt of any proposal under this Section 10.1A, give Notification to all Partners of such proposed amendment, of such statement of purpose and of such opinion of counsel, together, in the case of an amendment proposed by other Partners, with the views, if any, of the Managing Partner with respect to such proposed amendment.