Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.C, amend, modify or terminate this Agreement. C. Notwithstanding Section 7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken. D. Notwithstanding Sections 7.3.B and 7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B and Section 7.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.
Appears in 3 contracts
Samples: Agreement of Limited Partnership (BioMed Realty Trust Inc), Agreement of Limited Partnership (BioMed Realty Trust Inc), Agreement of Limited Partnership (BioMed Realty Trust Inc)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not (i) not, without limitation perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction in which the Partnership is formed or any other liability does business except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The Except as provided in Section 7.3.C, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the consent of any Limited Partner or other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through and to update the replacement books and records of Exhibit A the Partnership in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer, adjustment or other event, including, without limitation, the admission of Federal Realty or any Federal Realty Subsidiary as a Partner upon a merger or consolidation of any Federal Realty Subsidiary with and into Federal Realty or another Federal Realty Subsidiary, with Federal Realty or such Federal Realty Subsidiary continuing as the surviving entity, or any Transfer by any Federal Realty Subsidiary of its interest in the Partnership to Federal Realty or any other Federal Realty Subsidiary;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this AgreementAgreement or any Partner Schedule;
(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5;
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6) to reflect such changes as are reasonably necessary for the General Partner Federal Realty to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due to prevent the Partnership from becoming a change “publicly traded partnership” as defined in applicable law (or an authoritative interpretation thereofSection 7704(b) or a ruling of the IRSCode, or to reflect the Transfer of all or any part of a Partnership Interest among any Federal Realty Subsidiary and any Disregarded Entity with respect to any Federal Realty Subsidiary;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Profit or Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed; and, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to amend or modify reflect the issuance of additional Partnership Interests in accordance with Article 4;
(9) to reflect any modification to this Agreement permitted by any provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person;
(10) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion) in connection with a Termination Transaction. The any merger or consolidation of any Federal Realty Subsidiary with and into Federal Realty or any wholly-owned subsidiary of Federal Realty, or any Transfer by any Federal Realty Subsidiary of its interest in the Partnership to Federal Realty or any wholly-owned subsidiary of Federal Realty;
(11) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner will provide notice in its sole and absolute discretion) to reflect the direct ownership of assets by the General Partner or any Federal Realty Subsidiary as contemplated by Section 7.5), including, without limitation, any related modification to the Limited Partners when definition of Adjustment Factor; and
(12) to reflect any action under other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership which does not violate Section 7.3.C is taken.7.3.D.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C and 7.3.C14.2, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner materially adversely affected affected, if such amendment or action would would: (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the result of any Limited Partner Interest held or acquired by the General Partner acquiring such interestPartner), ; (ii) adversely modify the limited liability of a Limited Partner, ; (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4), or alter the allocations specified in Article 6 (except except, in any case, as permitted pursuant to Articles 4 or 6 or Sections 4.3, 5.4, 6.2.B and Section 7.3.C(35.5 or 7.3.C)), ; (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, or amend or modify any related definitions; (v) subject to Sections 7.3(C)(6) and 7.9.C, remove, alter or amend the powers and restrictions related definitions hereofto REIT Requirements or permitting Federal Realty to avoid paying tax under Code Sections 857 or 4981 contained in Sections 3.2, 7.1 and 7.3; or (vvi) amend this Section 7.3.D. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner. Further, no amendment may alter the restrictions on the General Partner’s authority powers expressly set forth elsewhere in this Agreement (including, without limitation, this Section 7.3 or in Section 11.2.B 7.3) without the Consent specified in such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedtherein.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Federal Realty OP LP), Limited Partnership Agreement (Federal Realty OP LP)
Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 8.06 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 8.06 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction.
B. (b) The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3.CSections 4.03(a), 5.06, 6.02(b) and 7.03(c) hereof, amend, modify or terminate this Agreement.
C. (c) Notwithstanding Section 7.3.BSections 7.03(b) and 14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6v) set forth in the partnership agreement the designations, rights, powers, duties and preferences of the holders of any additional partnership units issued pursuant to the partnership agreement;
(vi) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSand any Qualified REIT Subsidiary;
(7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations);
(viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.03; and
(8) ix) to amend or modify reflect any provision of other modification to this Agreement in connection with a Termination Transactionas is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.03(d). The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3.C 7.03(c) is taken.
D. (d) Notwithstanding Sections 7.3.B 7.03(b) and 7.3.C7.03(c) hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 V or Section 13.2.A(4)13.02(a)(iv) hereof, or alter the allocations specified in Article 6 VI hereof (except except, in any case, as permitted pursuant to Sections 4.34.03, 5.4, 6.2.B 7.03(c) and Section 7.3.C(3)Article VI hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 8.06 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.02 hereof or (vi) amend this Section 7.3.D. 7.03(d). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B 7.03 without the Consent consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (DLC Realty Trust, Inc.), Limited Partnership Agreement (DLC Realty Trust, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or ;
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) such contractual restrictions that limit or prevent the General Partner from paying any Redemption under Section 15.1 in cash but which do not limit or prevent the General Partner from paying any Redemption under Section 15.1 with the written consent REIT Shares Amount, or (y) with the Consent of such each Limited Partner affected by the prohibition or restriction;
(4) withdraw from the Partnership or Transfer any portion of the General Partners’ interest other than as expressly provided for in this Agreement; or
(5) be relieved of the General Partner’s obligations under this Agreement following any Transfer of the General Partner’s Partnership Interest permitted by this Agreement.
B. The Except as provided in Section 7.3.C and 6.2.C hereof or as may be otherwise expressly provided for in this Agreement, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.BSubject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional addition Partnership Interests pursuant to Sections 4.3.BUnits in accordance with the terms of this Agreement, 5.4 and 6.2B. or the admission, substitution, termination, termination or withdrawal of Partners Partners, the Transfer of any Partnership Interest in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution, withdrawal or Transfer;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including, without limitation, amending Articles V, VI, VIII and XIII hereof, to appropriately reflect the distributions, allocations, partnership rights and rights upon liquidation (including any preference, priority or subordination thereof) of the additional Partnership Interests so issued in accordance with the terms thereof;
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner or (c) to ensure that the Partnership will not be necessitated due to classified as a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS“publicly traded partnership” under Code Section 7704;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); and
(8) to amend or modify reflect any provision of other modification to this Agreement in connection with a Termination Transaction. The as is reasonably necessary for the business or operations of the Partnership or the General Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3.C is taken.7.3.D.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C, 6.2.C, 5.5 and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited PartnerPartner so as to increase the liability of such Limited Partner to the liabilities of the Partnership except to the extent required by law, (iii) adversely alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as expressly permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C and Section 7.3.C(3)Article 6 hereof), (iv) materially adversely alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions in a manner adverse to a Limited Partner seeking to exercise such rights, (v) alter or modify Section 11.2 hereof, (vi) reduce any Limited Partner’s rights to indemnification; (vii) create any liability of any Limited Partner not already provided in this Agreement; (viii) amend Section 8.7 other than in accordance with its terms or with the Consent of a Majority in Interest of the Carlyle Nominating Limited Partners; (ix) amend this Section 7.3.D. 7.3.D or (x) admit any Person as a general partner of the Partnership other than in accordance with Section 12.1. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in herein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (CoreSite Realty Corp), Limited Partnership Agreement (CoreSite Realty Corp)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or ;
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) such contractual restrictions that limit or prevent the General Partner from paying any Redemption under Section 15.1 in cash but which do not limit or prevent the General Partner from paying any Redemption under Section 15.1 with the written consent REIT Shares Amount, or (y) with the Consent of such each Limited Partner affected by the prohibition or restriction;
(4) withdraw from the Partnership or Transfer any portion of the General Partners’ interest other than as expressly provided for in this Agreement; or
(5) be relieved of the General Partner’s obligations under this Agreement following any Transfer of the General Partner’s Partnership Interest permitted by this Agreement.
B. The Except as provided in Section 7.3.C and 6.2.C hereof or as may be otherwise expressly provided for in this Agreement, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.BSubject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional addition Partnership Interests pursuant to Sections 4.3.BUnits in accordance with the terms of this Agreement, 5.4 and 6.2B. or the admission, substitution, termination, termination or withdrawal of Partners Partners, the Transfer of any Partnership Interest in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution, withdrawal or Transfer;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including, without limitation, amending Articles V, VI, VIII and XIII hereof, to appropriately reflect the distributions, allocations, partnership rights and rights upon liquidation (including any preference, priority or subordination thereof) of the additional Partnership Interests so issued in accordance with the terms thereof;
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner and any Disregarded Entity with respect to the General Partner or (c) to ensure that the Partnership will not be necessitated due to classified as a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS“publicly traded partnership” under Code Section 7704;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law); and
(8) to amend or modify reflect any provision of other modification to this Agreement in connection with a Termination Transaction. The as is reasonably necessary for the business or operations of the Partnership or the General Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3.C is taken.7.3.D.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C, 6.2.C and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited PartnerPartner so as to increase the liability of such Limited Partner to the liabilities of the Partnership except to the extent required by law, (iii) adversely alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C and Section 7.3.C(3)Article 6 hereof), (iv) materially adversely alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions in a manner adverse to a Limited Partner seeking to exercise such rights, (v) alter or modify Section 11.2 hereof, (vi) reduce any Limited Partner’s rights to indemnification; (vii) create any liability of any Limited Partner not already provided in this Agreement; (viii) amend Section 8.7 other than in accordance with its terms or with the Consent of a Majority in Interest of the Carlyle Nominating Limited Partners; (ix) amend this Section 7.3.D. 7.3.D or (x) admit any Person as a general partner of the Partnership other than in accordance with Section 12.1. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in herein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (CoreSite Realty Corp), Agreement of Limited Partnership (CoreSite Realty Corp)
Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 8.06 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 8.06 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction.
B. (b) The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3.CSections 4.03(a), 5.06, 6.02(b) and 7.03(c) hereof, amend, modify or terminate this Agreement.
C. (c) Notwithstanding Section 7.3.BSections 7.03(b) and 14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners as such in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6v) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the holders of any additional Partnership Units or Partnership Interests issued or established pursuant to this Agreement;
(vi) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (and any Qualified REIT Subsidiary or entity that is disregarded as an authoritative interpretation thereof) or a ruling of entity separate from the IRSGeneral Partner for U.S. federal income tax purposes;
(7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations);
(viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.03; and
(8) ix) to amend or modify reflect any provision of other modification to this Agreement in connection with a Termination Transactionas is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.03(d). The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3.C 7.03(c) is taken.
D. (d) Notwithstanding Sections 7.3.B 7.03(b) and 7.3.C7.03(c) hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 V or Section 13.2.A(4)13.02(a)(iv) hereof, or alter the allocations specified in Article 6 IV hereof (except except, in any case, as permitted pursuant to Sections 4.34.03, 5.4, 6.2.B 7.03(c) and Section 7.3.C(3)Article IV hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 8.06 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.02 hereof or (vi) amend this Section 7.3.D. 7.03(d). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B 7.03 without the Consent consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Empire State Realty Trust, Inc.), Limited Partnership Agreement (Empire State Realty Trust, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restrictsrestricts (a) the General Partner or the Partnership from performing its specific obligations under Section 15.1 hereof in full, or has the effect of prohibiting or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in fullfull or (c) a Limited Partner from exercising its rights under Section 20.6 hereof to effect a Series 1 CPOP Conversion, except except, in each the case of any of clauses (a), (b) or (c), (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.3.BInterest, 5.4 and 6.2B. the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3 or Performance Units as contemplated by Section 17.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above);
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;
(9) as contemplated by the last sentence of Section 4.4;
(10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D;
(11) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners and, if the Partnership is the Surviving Partnership in any Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii);
(12) to reflect any change to the designation or terms of the Series A Preferred Units as set forth in Article 18 or otherwise in this Agreement;
(13) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 19 or otherwise in this Agreement;
(14) to reflect the termination of the class of Series 1 CPOP Units if and from the time that all of the Series 1 CPOP Units shall no longer be, or be deemed to be, outstanding for any purpose; and
(8) 15) to amend or modify reflect any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice change to the Limited Partners when any action under designation or terms of the Series C Preferred Units as set forth in Article 21 or otherwise in this Section 7.3.C is takenAgreement.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C (other than as set forth below in this Section 7.3.D) and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C (including clause (11) thereof) and Section 7.3.C(3)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.615.1 hereof (except, in any case, as permitted pursuant to clause (11) of Section 7.3.C hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (11) of Section 7.3.C hereof), (vi) subject to Section 7.8.I, remove the powers and restrictions related definitions hereofto REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, (vii) alter or modify the Series 1 CPOP Cash Amount or conversion rights set forth in Section 20.6 hereof or (vviii) amend this Section 7.3.D. 7.3.D, or, in each case for all provisions referenced in this Section 7.3.D, amend or modify any related definitions or Exhibits (except as permitted pursuant to clause (11) of Section 7.3.C hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Rexford Industrial Realty, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; or
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of and to update Exhibit A in connection with an amended Exhibit A);such admission, substitution, withdrawal, Transfer, adjustment or other event; NY\6167084.9
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5;
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Special Limited Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSSpecial Limited Partner and any Disregarded Entity with respect to the Special Limited Partner;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;
(9) to reflect any modification to this Agreement permitted by Section 4.4.A or any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person; and
(8) 10) to amend or modify reflect any provision of other modification to this Agreement in connection with a Termination Transaction. The General as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner will provide notice to the Limited Partners when any action under this and which does not violate Section 7.3.C is taken.7.3.D.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such each Partner materially adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C and Section 7.3.C(3)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the Special Limited Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 3.2, 7.1 and 7.3, or (vi) amend this Section 7.3.D. Further, no Any such amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is NY\6167084.9 action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Spirit Realty Capital, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.3.BInterest, 5.4 and 6.2B. the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3 or Performance Units as contemplated by Section 17.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above);
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;
(9) as contemplated by the last sentence of Section 4.4;
(10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D;
(11) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners and, if the Partnership is the Surviving Partnership in any Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii);
(12) to reflect any change to the designation or terms of the Series A Preferred Units as set forth in Article 18 or otherwise in this Agreement; and
(8) 13) to amend or modify reflect any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice change to the Limited Partners when any action under designation or terms of the Series B Preferred Units as set forth in Article 19 or otherwise in this Section 7.3.C is takenAgreement.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C (other than as set forth below in this Section 7.3.D) and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C (including clause (11) thereof) and Section 7.3.C(3)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.615.1 hereof (except, in any case, as permitted pursuant to clause (11) of Section 7.3.C hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (11) of Section 7.3.C hereof), (vi) subject to Section 7.8.I, remove the powers and restrictions related definitions hereofto REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vvii) amend this Section 7.3.D. 7.3.D, or, in each case for all provisions referenced in this Section 7.3.D, amend or modify any related definitions or Exhibits (except as permitted pursuant to clause (11) of Section 7.3.C hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Rexford Industrial Realty, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation:
(1) take any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Partner, except as otherwise provided in this Agreement;
(4) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii5) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, or has the effect of prohibiting or restricting, restricts the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent Partners, undertake, on behalf of the Limited Partners required by Partnership, any other provision hereof), of the following actions or enter into any transaction which would have the effect of such transactions:
(1) except as provided in Section 7.3.C, amend, modify or terminate this AgreementAgreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12 hereof;
(2) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership;
(3) institute any proceeding for bankruptcy on behalf of the Partnership;
(4) confess a judgment against the Partnership;
(5) approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any Person other than the Partnership; or
(6) admit into the Partnership any Additional or Substitute General Partners.
C. Notwithstanding Section 7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. Section 4.3.D or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(65) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and
(76) to modify, as set forth in the definition of “"Capital Account,” " the manner in which Capital Accounts are computed; and
(8) to amend or modify any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken.
D. Notwithstanding Sections Section 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s 's interest in the Partnership into a general partner’s 's interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B Section 4.3 and Section 7.3.C(3)) hereof), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, hereof or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.
E. So long as the Limited Partners own at least 5% of the aggregate Percentage Interests of the Partnership, the General Partner shall not, on behalf of the Partnership, take any of the following actions without the prior Consent of the Limited Partners:
(1) dissolve the Partnership, other than incident to (i) a sale, disposition, conveyance or other transfer of all or substantially all of the assets of the Partnership, in one or a series of related transactions (an "Asset Sale"), (ii) a merger, consolidation, reorganization or other business combination to which the Partnership is a party, or (iii) a Termination Transaction (as defined in Section 11.2); or
(2) prior to the expiration of seven (7) years from the Effective Date, sell, dispose, convey or otherwise transfer the Partnership's property located at 9911 Xxxx Xxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx xxx commonly known as Century Park Center, other than incident to a merger, consolidation, reorganization or other business combination to which the Partnership is a party or an Asset Sale.
Appears in 1 contract
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.3.BInterest, 5.4 and 6.2B. the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3 or Performance Units as contemplated by Section 17.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above);
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;
(9) as contemplated by the last sentence of Section 4.4;
(10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D;
(11) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners and, if the Partnership is the Surviving Partnership in any Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii); and
(8) 12) to amend or modify reflect any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice change to the Limited Partners when any action under designation or terms of the Series A Preferred Units as set forth in Article 18 or otherwise in this Section 7.3.C is takenAgreement.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C (other than as set forth below in this Section 7.3.D) and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C (including clause (11) thereof) and Section 7.3.C(3)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.615.1 hereof (except, in any case, as permitted pursuant to clause (11) of Section 7.3.C hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (11) of Section 7.3.C hereof), (vi) subject to Section 7.8.I, remove the powers and restrictions related definitions hereofto REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, or (vvii) amend this Section 7.3.D. 7.3.D, or, in each case for all provisions referenced in this Section 7.3.D, amend or modify any related definitions or Exhibits (except as permitted pursuant to clause (11) of Section 7.3.C hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Rexford Industrial Realty, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation:
(1) take any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Partner, except as otherwise provided in this Agreement;
(4) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii5) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the General Partner, the Previous General Partner or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent Limited Partners, undertake, on behalf of the Limited Partners required by Partnership, any other provision hereof), of the following actions or enter into any transaction that would have the effect of such transactions:
(1) except as provided in Section 7.3.C7.3.C hereof, amend, modify or terminate this AgreementAgreement other than to reflect the admission, substitution, termination or withdrawal of Partners pursuant to Article 11 or Article 12 hereof;
(2) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership;
(3) institute any proceeding for bankruptcy on behalf of the Partnership; or
(4) subject to the rights of Transfer provided in Sections 11.1.C and 11.2 hereof, approve or acquiesce to the Transfer of the Partnership Interest of the General Partner, or admit into the Partnership any additional or successor General Partners.
C. Notwithstanding Section 7.3.B7.3.B hereof, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Exhibit Agreement, and to amend EXHIBITS A and C in connection with an amended Exhibit A)such admission, substitution or withdrawal;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6a) to reflect such changes as are reasonably necessary (i) for either the General Partner or the Special Limited Partner, as the case may be, to maintain its status as a "qualified REIT subsidiary" within the meaning of Code Section 856(i)(2) or (ii) for the Previous General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirement; (b) to reflect the Transfer of all or any part of a Partnership Interest among the Previous General Partner, including changes which may be necessitated due the General Partner, the Special Limited Partner or any other "qualified REIT subsidiary" (within the meaning of Code Section 856(i)(2)) with respect to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSPrevious General Partner;
(76) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computedcomputed (but only to the extent set forth in the definition of "Capital Account" or contemplated by the Code or the Regulations); and
(8) to amend or modify any provision 7) the issuance of this Agreement additional Partnership Interests in connection accordance with a Termination TransactionSection 4.2. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken.
D. Notwithstanding Sections 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected affected, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.3, 5.4, 6.2.B 4.2 and Section 7.3.C(3)7.3.C hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6Sections 8.6 and 11.2 hereof, and or amend or modify any related definitions hereofdefinitions, or (v) amend this Section 7.3.D. 7.3.D; PROVIDED, HOWEVER, that the Consent of each Partner adversely affected shall not be required for any amendment or action that affects all Partners holding the same class or series of Partnership Units on a uniform or pro rata basis. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Apartment Investment & Management Co)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Agreement (including, without limitation, this Section 7.3) without the Consent specified therein and no amendment may alter Section 11.2 hereof without the Consent of the Limited Partners.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to Section 16.10 and the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.3.BInterest, 5.4 and 6.2B. the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3, and to amend Exhibit A in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4;
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law;
(6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;
(7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and
(8) to amend or modify any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken.
D. Notwithstanding Sections 7.3.B and 7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B and Section 7.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.
Appears in 1 contract
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation:
(1) take any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Partner, except as otherwise provided in this Agreement;
(4) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii5) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restrictingprohibiting, the ability of a Limited Partner to exercise its rights to a Redemption an Exchange in full, except in each case with the written consent of such Limited Partner.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent Class A Limited Partners, undertake, on behalf of the Limited Partners required by Partnership, any other provision hereof), of the following actions or except enter into any transaction which would have the effect of such transactions:
(1) Except as provided in Section 7.3.C7.3.C., amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12 hereof or the issuance of Partnership Units or Preferred Units in accordance with the terms of this Agreement.
(2) Make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership.
(3) Institute any proceeding for Bankruptcy on behalf of the Partnership.
(4) Approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any Person other than the Partnership.
(5) Admit into the Partnership any Additional or substitute General Partners.
C. Notwithstanding Section 7.3.B, the General Partner shall have the exclusive power power, without any consent of any Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, or withdrawal of Partners or the issuance of Partnership Units or Preferred Units in accordance with this Agreement along with any amendments related thereto; or to enter into a merger, consolidation or reorganization of the Partnership that does not require Consent of the Holders of Class A Limited Partnership Units under Section 7.3.E; provided that any such amendment does not eliminate, restrict or modify the exchange rights of the Class A Limited Partners under Section 8.6 for REIT Shares without the Consent of the Class A Limited Partners, unless such merger, consolidation or reorganization satisfies the conditions set forth in clause (which may be effected through the replacement i) or (ii) of Exhibit A with an amended Exhibit ASection 7.3.E(2)(a);
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(65) to reflect such changes as are reasonably necessary for amend the General Partner provisions of this Agreement to maintain its status protect the qualification of TFOC Inc. as a REIT, including changes which may be necessitated due to REIT because of a change in applicable law (or an authoritative interpretation thereof) or ), a ruling of the IRS;Internal Revenue Service or if TFOC Inc. has determined to cease qualifying as a REIT; and
(76) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and
(8) to amend or modify any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken.
D. Notwithstanding Sections Section 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(47.1.A(3), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3Section 4.5, 5.44.6, 6.2.B 4.7 and Section 7.3.C(2) or 7.3.C(3)) hereof), (iv) materially alter or modify the rights to a Redemption an Exchange or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, hereof or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This .
E. The General Partner shall not, without the prior Consent of the Holders of Class A Limited Partnership Units, so long as the Holders of the Class A Common Limited Partnership Units have at least 10% of the aggregate Percentage Interests of the Partnership, on behalf of the Partnership, take any of the following actions:
(1) Dissolve the Partnership.
(2) Agree to or consummate any merger, consolidation, reorganization or other business combination to which the Partnership is a party; other than a merger, consolidation, reorganization or other business combination (a) which involves a merger, consolidation, reorganization or other business combination of TFOC Inc. in which the Holders of Class A Limited Partnership Units either (i) receive consideration that is cash per Class A Limited Partnership Unit equal to the cash amount received by a holder of one REIT Share in such transaction times the Exchange Factor, or (ii) continue as Holders of Class A Limited Partnership Units and continue to have the exchange rights under Section 7.3.D does not require unanimous consent 8.6 for REIT Shares, or (b) that is for the primary purpose of changing the state of formation of the Partnership and where this Agreement is amended only to reflect such different jurisdiction and any changes due to the law of such jurisdiction.
(3) Sell, dispose, convey or otherwise transfer all Partners adversely affected unless or substantially all of the amendment assets of the Partnership, in one or a series of transactions (other than a transaction where the Holders of Class A Limited Partnership Units receive consideration that is cash per Class A Limited Partnership Unit equal to be effective against all partners adversely affectedthe cash amount received by a holder of one REIT Share in such transaction times the Exchange Factor).
Appears in 1 contract
Samples: Limited Partnership Agreement (Tanger Properties LTD Partnership /Nc/)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3.CSections 4.3.A, 5.5, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSParent and any Qualified REIT Subsidiary;
(7vi) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and
(8) vii) to amend or modify any provision of this Agreement issue additional Partnership Interests in connection accordance with a Termination TransactionSection 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3.C is taken.
D. Notwithstanding Sections 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B and Section 7.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The General Partner shall not, without the prior Consent written consent of the Partners (a Majority in addition to any Consent Interest of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3.CSections 4.3.A, 5.6, 6.2.B and 7.3.C hereof, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.BSections 7.3.B and 14.2, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4iii) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSGeneral Partner and any Qualified REIT Subsidiary;
(7vi) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations); and
(8) vii) to amend or modify any provision of this Agreement issue additional Partnership Interests in connection accordance with a Termination TransactionSection 4.3. The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3.C is taken.
D. Notwithstanding Sections 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner or (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B and Section 7.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (MFResidential Investments, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation:
(1) taking any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) perform possessing Property, or assigning any rights in specific Property, for other than a Partnership purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10;
(3) admitting a Person as a Partner, except as otherwise provided in this Agreement;
(4) performing any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein Section 10.4 hereof or under the Act; or or
(ii5) enter entering into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, restricts the ability of (a) the General Partner, the Parent REIT or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3.CSections 4.2A, 5.5, 6.2B and 7.3C hereof, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3B hereof, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. Interest or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution, termination, withdrawal or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Transfer;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(65) to reflect such changes as are reasonably necessary for the General Partner Parent REIT to maintain or restore its status as a REIT, including changes which may be necessitated due REIT or to a change in applicable law (or an authoritative interpretation thereof) or a ruling of satisfy the IRSREIT Requirements;
(76) to modify, as modify the manner in which Capital Accounts are computed (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner in which Capital Accounts are computedCode or the Regulations);
(7) to address any future amendments to or Regulations promulgated under the New Partnership Audit Procedures; and
(8) to amend or modify any provision of this Agreement issue additional Partnership Interests in connection accordance with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken4.2.
D. Notwithstanding Sections 7.3.B and 7.3.C, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B and Section 7.3.C(3)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Arbor Realty Trust Inc)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement. Specifically (but without limitation), the written Consent General Partner may not:
(1) take any action that would make it impossible to carry on the ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Partner, except as otherwise provided in this Agreement;
(4) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii5) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of (a) the General Partner or the Partnership from satisfying its obligations under Section 8.6 hereof in full or (b) a Limited Partner to exercise from exercising its rights under Section 8.6 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent Limited Partners, undertake, on behalf of the Limited Partners required by Partnership, any other provision hereof), of the following actions or enter into any transaction that would have the effect of such transactions:
(1) except as provided in Section 7.3.C7.3.C hereof, amend, modify or terminate this AgreementAgreement other than to reflect the admission, substitution, termination or withdrawal of Partners pursuant to Article 11 or Article 12 hereof;
(2) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership;
(3) institute any proceeding for bankruptcy on behalf of the Partnership; or
(4) subject to the rights of Transfer provided in Section 11.2 hereof, approve or acquiesce to the Transfer of the Partnership Interest of the General Partner, or admit into the Partnership any additional or successor General Partners.
C. Notwithstanding Section 7.3.B7.3.B hereof, the General Partner shall have the exclusive power power, without the Consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(65) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due REIT or to a change in applicable law (or an authoritative interpretation thereof) or a ruling of satisfy the IRS;REIT Requirements; and
(76) to modify, as set forth in the definition of “Capital Account,” modify the manner in which Capital Accounts are computed; and
computed (8) but only to amend the extent set forth in the definition of "Capital Account" or modify any provision of this Agreement in connection with a Termination Transactioncontemplated by the Code or the Regulations). The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken.
D. Notwithstanding Sections Section 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected affected, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4)) hereof, or the allocations specified in Article 6 hereof (except in any case as permitted pursuant to Sections 4.3, 5.4, 6.2.B 4.4 and Section 7.3.C(3)7.3.C hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6Sections 8.6 and 11.2 hereof, and or amend or modify any related definitions hereofdefinitions, or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Excel Realty Trust Inc)
Restrictions on General Partner’s Authority. A. (a) The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent consent of a Majority in Interest of the Outside Limited Partners and may not (i1) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii2) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 8.06 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 8.06 hereof to effect a Redemption in full, except except, in each case either case, with the written consent of such Limited PartnerPartner affected by the prohibition or restriction.
B. (b) The General Partner shall not, without the prior Consent written consent of a Majority in Interest of the Partners (in addition to any Consent of the Outside Limited Partners required by any other provision hereof)Partners, or except as provided in Section 7.3.CSections 4.03(a), 5.06, 6.02(b) and 7.03(c) hereof, amend, modify or terminate this Agreement.
C. (c) Notwithstanding Section 7.3.BSections 7.03(b) and 14.02, the General Partner shall have the exclusive power power, without the prior consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement (which may be effected through the replacement of Agreement, and to amend Exhibit A in connection with an amended Exhibit A)such admission, substitution or withdrawal;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4iii) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners as such in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(5iv) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6v) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the holders of any additional Partnership Units or Partnership Interests issued or established pursuant to this Agreement;
(a) to reflect such changes as are reasonably necessary for the General Partner to maintain or restore its status qualification as a REITREIT or to satisfy the REIT Requirements; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the General Partner, including changes which may be necessitated due to a change in applicable law (and any Qualified REIT Subsidiary or entity that is disregarded as an authoritative interpretation thereof) or a ruling of entity separate from the IRSGeneral Partner for U.S. federal income tax purposes;
(7vii) to modifymodify either or both the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, as computed or maintained (but only to the extent set forth in the definition of “Capital Account,” or contemplated by the manner Code or the Regulations);
(viii) to issue additional Partnership Interests in which Capital Accounts are computedaccordance with Section 4.03; and
(8) ix) to amend or modify reflect any provision of other modification to this Agreement in connection with a Termination Transactionas is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.03(d). The General Partner will provide notice to the Limited Partners when whenever any action under this Section 7.3.C 7.03(c) is taken.
D. (d) Notwithstanding Sections 7.3.B 7.03(b) and 7.3.C7.03(c) hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) modify the limited liability of a Limited Partner, Partner (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled, pursuant to Article 5 V or Section 13.2.A(4)13.02(a)(iv) hereof, or alter the allocations specified in Article 6 IV hereof (except except, in any case, as permitted pursuant to Sections 4.34.03, 5.4, 6.2.B 7.03(c) and Section 7.3.C(3)Article IV hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.6, and related definitions 8.06 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.02 hereof or (vi) amend this Section 7.3.D. 7.03(d). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B 7.03 without the Consent consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restrictsrestricts (a) the General Partner or the Partnership from performing its specific obligations under Section 15.1 hereof in full, or has the effect of prohibiting or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except (c) a Limited Partner from exercising its rights under Section 20.6 hereof to effect a Series 1 CPOP Conversion, or (d) a Limited Partner from exercising its rights under Section 22.6 hereof to effect a Series 2 CPOP Conversion, except, in each the case of any of clauses (a), (b) or (c), (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.3.BInterest, 5.4 and 6.2B. the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3 or Performance Units as contemplated by Section 17.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above);
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law;
(6) (a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;
(9) as contemplated by the last sentence of Section 4.4;
(10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D;
(11) to effect or facilitate a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners and, if the Partnership is the Surviving Partnership in any Termination Transaction, to modify Section 15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii);
(12) to reflect any change to the designation or terms of the Series A Preferred Units as set forth in Article 18 or otherwise in this Agreement;
(13) to reflect any change to the designation or terms of the Series B Preferred Units as set forth in Article 19 or otherwise in this Agreement;
(14) to reflect the termination of the class of Series 1 CPOP Units if and from the time that all of the Series 1 CPOP Units shall no longer be, or be deemed to be, outstanding for any purpose;
(15) to reflect the termination of the class of Series 2 CPOP Units if and from the time that all of the Series 2 CPOP Units shall no longer be, or be deemed to be, outstanding for any purpose; and
(8) 16) to amend or modify reflect any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice change to the Limited Partners when any action under designation or terms of the Series C Preferred Units as set forth in Article 21 or otherwise in this Section 7.3.C is takenAgreement.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C (other than as set forth below in this Section 7.3.D) and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C (including clause (11) thereof) and Section 7.3.C(3)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.615.1 hereof (except, in any case, as permitted pursuant to clause (11) of Section 7.3.C hereof), (v) alter or modify Section 11.2 hereof (except as permitted pursuant to clause (11) of Section 7.3.C hereof), (vi) subject to Section 7.8.I, remove the powers and restrictions related definitions to REIT Requirements or permitting the General Partner to avoid paying tax under Code Sections 857 or 4981 contained in Sections 7.1 and 7.3, (vii) alter or modify the Series 1 CPOP Cash Amount or conversion rights set forth in Section 20.6 hereof, (viii) alter or modify the Series 2 CPOP Cash Amount or conversion rights set forth in Section 22.6 hereof or (vix) amend this Section 7.3.D. 7.3.D, or, in each case for all provisions referenced in this Section 7.3.D, amend or modify any related definitions or Exhibits (except as permitted pursuant to clause (11) of Section 7.3.C hereof). Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in therein. Any such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is or action consented to by any Partner shall be effective against all partners adversely affectedas to that Partner, notwithstanding the absence of such consent by any other Partner.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Rexford Industrial Realty, Inc.)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation:
(1) take any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Partner, except as otherwise provided in this Agreement;
(4) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii5) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, or has the effect of prohibiting limiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent Partners, undertake, on behalf of the Limited Partners required by Partnership, any other provision hereof), of the following actions or enter into any transaction which would have the effect of such actions:
(1) except as provided in Section 7.3.C7.3.E, amend, modify or terminate this AgreementAgreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12 hereof;
(2) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or substantially all of the assets of the Partnership;
(3) institute any proceeding for bankruptcy on behalf of the Partnership; or
(4) confess a judgment against the Partnership.
C. The General Partner shall not, without the prior Consent of the Super Majority Limited Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such actions:
(1) approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any Person other than the Partnership; or
(2) admit into the Partnership any Additional or Substitute General Partners.
D. If the aggregate Limited Partnership Interests of all Limited Partners represents 5.0% or more of the aggregate Partnership Interests, the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such actions:
(1) dissolve the Partnership, or
(2) prior to the fifth (5th) anniversary of the date of this Agreement, sell any of the property listed on Exhibit G, in each case other than incident to a transaction pursuant to Section 11.2.B or Section 11.2.C.
E. Notwithstanding Section Sections 7.3.B, 7.3.C and 7.3.D hereof, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. Section 4.3.C or 4.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(65) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and
(76) to modify, as set forth in the definition of “"Capital Account,” " the manner in which Capital Accounts are computed; and
(8) to amend or modify any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C 7.3.E is taken.
D. F. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C, 7.3.D and 7.3.C7.3.E hereof, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s 's interest in the Partnership into a general partner’s 's interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B Section 4.3 and Section 7.3.C(3)7.3.E(3) hereof), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, hereof or (v) amend this Section 7.3.D. 7.3.F. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. In addition, notwithstanding Sections 7.3.B, 7.3.C, 7.3.D and 7.3.E hereof, Section 11.2 of this Agreement shall not be amended, and no action in contravention of Section 11.2 hereof shall be taken, without the Consent of the Limited Partners. This Section 7.3.D 7.3.F does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.
Appears in 1 contract
Samples: Limited Partnership Agreement (Grove Real Estate Asset Trust)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not (i) not, without limitation perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction in which the Partnership is formed or any other liability does business except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the consent of any Limited Partner or other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, substitution or withdrawal of Partners Partners, a Transfer or any other redemption, conversion or purchase of any Partnership Interest, the termination of the Partnership in accordance with this Agreement (which may be effected through and to update the replacement books and records of Exhibit A the Partnership in connection with an amended Exhibit A)such admission, substitution, withdrawal, Transfer, adjustment or other event, including, without limitation, the admission of Parent or any wholly-owned subsidiary of Parent as a Partner upon a merger or consolidation of any Parent Subsidiary Partner with and into Parent or such wholly-owned subsidiary of Parent, with Parent or such wholly-owned subsidiary of Parent continuing as the surviving corporation, or any Transfer by any Parent Subsidiary Partner of its interest in the Partnership to Parent or any wholly-owned subsidiary of Parent;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4, including as contemplated by Section 4.2.A and Section 5.5;
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner Parent to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRSPartnership Interest among any Parent Subsidiary Partner and any Disregarded Entity with respect to any Parent Subsidiary Partner;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article 6 or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;
(9) to reflect any modification to this Agreement permitted by Section 4.4.A or any other provision of this Agreement that authorizes the General Partner to make amendments without the consent of any other Person;
(10) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion) in connection with any merger or consolidation of any Parent Subsidiary Partner with and into Parent or any wholly-owned subsidiary of Parent, or any Transfer by any Parent Subsidiary Partner of its interest in the Partnership to Parent or any wholly-owned subsidiary of Parent;
(11) to reflect any modification to this Agreement as is necessary or desirable (as determined by the General Partner in its sole and absolute discretion), including, without limitation, to the definition of “Parent Share Adjustment Factor” to reflect the direct ownership of assets by the General Partner or any Parent Subsidiary Partner, as applicable, as contemplated by Section 7.5; and
(8) 12) to amend or modify reflect any provision of other modification to this Agreement in connection with a Termination Transaction. The General Partner will provide notice to as is reasonably necessary for the Limited Partners when any action under this business or operations of the Partnership which does not violate Section 7.3.C is taken.7.3.D.
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner materially adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the result of any Limited Partner Interest held by the General Partner acquiring such interestPartner), (ii) adversely modify the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.44.4, 6.2.B 4.5, 5.5, 7.3.C and Section 7.3.C(3)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Parent Shares Amount as set forth in Section 8.6, and related definitions 15.1 hereof, or amend or modify any related definitions, (v) subject to Section 7.9.D, remove, alter or amend the powers and restrictions related to REIT Requirements or permitting the Parent to avoid paying tax under Code Sections 857 or 4981 contained in Sections 3.2, 7.1 and 7.3, or (vi) amend this Section 7.3.D. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such consent by any other Partner. Further, no amendment may alter the restrictions on the General Partner’s authority powers expressly set forth elsewhere in this Agreement (including, without limitation, this Section 7.3 or in Section 11.2.B 7.3) without the Consent specified in such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affectedtherein.
Appears in 1 contract
Samples: Limited Partnership Agreement (Brixmor Operating Partnership LP)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation:
(1) take any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Partner, except as otherwise provided in this Agreement;
(4) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii5) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, or has the effect of prohibiting or restricting, restricts the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent Partners, undertake, on behalf of the Limited Partners required by Partnership, any other provision hereof), of the following actions or enter into any transaction which would have the effect of such transactions:
(1) except as provided in Section 7.3.C, amend, modify or terminate this AgreementAgreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12 hereof;
(2) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership;
(3) institute any proceeding for bankruptcy on behalf of the Partnership;
(4) confess a judgment against the Partnership;
(5) approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any Person other than the Partnership; or
(6) admit into the Partnership any Additional or Substitute General Partners.
C. Notwithstanding Section 7.3.B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. Section 4.3.D or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(65) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS;; and
(76) to modify, as set forth in the definition of “"Capital Account,” " the manner in which Capital Accounts are computed; and
(8) to amend or modify any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken.
D. Notwithstanding Sections Section 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s 's interest in the Partnership into a general partner’s 's interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3, 5.4, 6.2.B Section 4.3 and Section 7.3.C(3)) hereof), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, hereof or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D 7.3D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.
E. So long as the Limited Partners own at least 5% of the aggregate Percentage Interests of the Partnership, the General Partner shall not, on behalf of the Partnership, take any of the following actions without the prior Consent of the Limited Partners:
(1) dissolve the Partnership, other than incident to (i) a sale, disposition, conveyance or other transfer of all or substantially all of the assets of the Partnership, in one or a series of related transactions (an "Asset Sale"), (ii) a merger, consolidation, reorganization or other business combination to which the Partnership is a party, or (iii) a Termination Transaction (as defined in Section 11.2); or
(2) prior to the expiration of seven (7) years from the Effective Date, sell, dispose, convey or otherwise transfer or refinance the Partnership's property located at 0000 Xxxx Xxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx and commonly known as Century Park Center, other than incident to a merger, consolidation, reorganization or other business combination to which the Partnership is a party or an Asset Sale.
Appears in 1 contract
Samples: Limited Partnership Agreement (Arden Realty Group Inc)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement Agreement, including, without limitation:
(1) take any action that would make it impossible to carry on the written Consent ordinary business of the Limited Partners and may not Partnership, except as otherwise provided in this Agreement;
(i2) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement;
(3) admit a Person as a Partner, except as otherwise provided in this Agreement;
(4) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii5) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that prohibits or restricts, or has the effect of prohibiting or restrictingprohibiting, the ability of a Limited Partner to exercise its rights to a Redemption an Exchange in full, except in each case with the written consent of such Limited Partner.
B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent Class A Limited Partners, undertake, on behalf of the Limited Partners required by Partnership, any other provision hereof), of the following actions or except enter into any transaction which would have the effect of such transactions:
(1) Except as provided in Section 7.3.C7.3.C., amend, modify or terminate this AgreementAgreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12 hereof.
(2) Make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership.
(3) Institute any proceeding for Bankruptcy on behalf of the Partnership.
(4) Approve or acquiesce to the transfer of the Partnership Interest of the General Partner to any Person other than the Partnership.
(5) Admit into the Partnership any Additional or Substitute General Partners.
C. Notwithstanding Section 7.3.B, the General Partner shall have the exclusive power power, without any consent of any Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.B, 5.4 and 6.2B. or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)Agreement;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(54) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law;
(65) to reflect such changes as are reasonably necessary for amend the provisions of this Agreement to protect the qualification of the Initial General Partner to maintain its status as a REIT, including changes which may be necessitated due to REIT because of a change in applicable law (or an authoritative interpretation thereof) or ), a ruling of the IRS;Internal Revenue Service or if the Initial General Partner has determined to cease qualifying as a REIT; and
(76) to modify, as set forth in the definition of “"Capital Account,” " the manner in which Capital Accounts are computed; and
(8) to amend or modify any provision of this Agreement in connection with a Termination Transaction. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.C is taken.
D. Notwithstanding Sections Section 7.3.B and 7.3.C7.3.C hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s 's interest in the Partnership into a general partner’s 's interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2.A(47.1.A(3), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.3Section 4.5, 5.44.6, 6.2.B 4.7 and Section 7.3.C(3)) hereof), (iv) materially alter or modify the rights to a Redemption an Exchange or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, hereof or (v) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s 's authority set forth elsewhere in this Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D does not require unanimous consent .
E. The General Partner shall not, without the prior Consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.Holders of Class A Limited Partnership Units, so long as the Holders of the Class A Common Limited Partnership Units have at least 10% of the aggregate Percentage Interests of the Partnership, on behalf of the Partnership, take any of the following actions:
Appears in 1 contract
Samples: Limited Partnership Agreement (Tanger Factory Outlet Centers Inc)
Restrictions on General Partner’s Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners Partners, and may not not, without limitation:
(i1) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
(2) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or or
(ii3) enter into any contract, mortgage, loan or other agreement (other than that certain Revolving Loan Agreement dated as of August 2004 by and among the Company, the Partnership, the other borrowers and lenders party thereto, U.S. Bank National Association, as Administrative Agent, Lead Arranger and Swing Loan Bank, Keybank National Association, as Syndication Agent, and Royal Bank of Canada, as Documentation Agent, as amended from time to time) that expressly prohibits or restricts, restricts (a) the General Partner or has the effect of prohibiting Partnership from performing its specific obligations under Section 15.1 hereof in full or restricting, the ability of (b) a Limited Partner to exercise from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except except, in each case either case, (x) with the written consent Consent of such each Limited PartnerPartner affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners.
B. The Except as provided in Section 7.3.C hereof, the General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3.CPartners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B7.3.B and 14.2 hereof but subject to the rights of any Holder of any Partnership Interest set forth in a Partnership Unit Designation, the General Partner shall have the exclusive power power, without the Consent of the Partners or the consent or approval of any Limited Partner or any other Person, to amend this Agreement as may be required to facilitate or implement any of the following purposes:
(1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners;
(2) to reflect the issuance admission, substitution or withdrawal of additional Partners, the Transfer of any Partnership Interests pursuant to Sections 4.3.BInterest, 5.4 and 6.2B. the termination of the Partnership in accordance with this Agreement, or the adjustment of outstanding LTIP Units as contemplated by Section 16.3 or Performance Units as contemplated by Section 17.3, and to update the Register in connection with such admission, substitution, terminationwithdrawal, Transfer or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A)adjustment;
(3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4;
(4) to reflect a change that is of an inconsequential nature and or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) to set forth or amend the designations, preferences, conversion and other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of the Holders of any additional Partnership Interests issued pursuant to Article 4 (including any changes contemplated by Section 5.5 above);
(5) to satisfy any requirements, conditions, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal Federal or state agency or contained in federal Federal or state law;
(6a) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REITREIT or to satisfy the REIT Requirements, including changes which may be necessitated due or (b) to reflect the Transfer of all or any part of a change in applicable law (or an authoritative interpretation thereof) or a ruling of Partnership Interest among the IRSGeneral Partner and any Disregarded Entity with respect to the General Partner;
(7) to modify, as set forth modify either or both of the manner in the definition which items of “Capital Account,” Net Income or Net Loss are allocated pursuant to Article VI or the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only to the extent otherwise provided in this Agreement and as may be permitted under applicable law);
(8) to reflect the issuance of additional Partnership Interests in accordance with Section 4.2;
(9) as contemplated by the last sentence of Section 4.4;
(10) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the General Partner and which does not violate Section 7.3.D; and
(8) 11) to amend effect or modify any provision of this Agreement in connection with facilitate a Termination Transaction. The General Partner will provide notice to Transaction that, in accordance with Section 11.2.B(i) and/or (ii), does not require the Consent of the Limited Partners when and, if the Partnership is the Surviving Partnership in any action under this Termination Transaction, to modify Section 7.3.C is taken15.1 or any related definitions to provide that the holders of interests in such Surviving Partnership have rights that are consistent with Section 11.2B(ii).
D. Notwithstanding Sections 7.3.B 7.3.B, 7.3.C (other than as set forth below in this Section 7.3.D) and 7.3.C14.2 hereof, this Agreement shall not be amended with respect to any Partner adversely affectedamended, and no action may be taken by the General Partner, without the Consent of such each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner’s interest Partner Interest in the Partnership into a general partner’s interest General Partner Interest (except as the a result of the General Partner acquiring such interestPartnership Interest), (ii) adversely modify in any material respect the limited liability of a Limited Partner, (iii) alter the rights of the any Partner to receive the distributions to which such Partner is entitled pursuant to Article 5 or Section 13.2.A(4)) hereof, or alter the allocations specified in Article 6 hereof (except except, in any case, as permitted pursuant to Sections 4.34.2, 5.45.5, 6.2.B 7.3.C (including clause (11) thereof) and Section 7.3.C(3)Article 6 hereof), (iv) materially alter or modify the rights to a Redemption rights, Cash Amount or the REIT Shares Amount as set forth in Section 8.615.1 hereof (except, and related definitions in any case, as permitted pursuant to clause (11) of Section 7.3.C hereof), or (v) amend this alter or modify Section 7.3.D. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this 11.2 hereof (except as permitted pursuant to clause (11) of Section 7.3 or in Section 11.2.B without the Consent specified in such section. This Section 7.3.D does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.7.3.C hereof),
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Samples: Limited Partnership Agreement (Rexford Industrial Realty, Inc.)
