Restrictions on Managing General Partner’s Authority. A. The Managing General Partner may not take any action in contravention of this Agreement, including, without limitation: (1) 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) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose, except as otherwise provided in this Agreement, including, without limitation, Section 7.10; (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 (5) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts (a) the Managing General Partner or the Partnership from performing its specific obligations under Section 15.1 hereof in full or (b) a Limited Partner from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restriction. B. Except as provided in Section 7.3C hereof, the Managing General Partner shall not, without the prior Consent of the Partners, amend, modify or terminate this Agreement. C. Notwithstanding Section 7.3.B and 14.2 hereof, the Managing General Partner shall have the 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 Managing General Partner or surrender any right or power granted to the Managing General Partner or any Affiliate of the Managing General Partner (including the delegation or surrender of any power to any Additional General Partner admitted to the Partnership pursuant to the terms hereof) for the benefit of the Limited Partners; (2) to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal; (3) to reflect a change that is of an inconsequential nature 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 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 (collectively, “Legal Requirements”); (5) (a) to reflect such changes as are reasonably necessary for the Special Limited Partner to maintain or restore its qualification as a REIT or to satisfy the REIT Requirements, or (b) to reflect the Transfer of all or any part of a Partnership Interest among the Special Limited Partner and any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) with respect to the Special Limited Partner; (6) to modify either or both of 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, computed, or maintained (but in each case only to the extent set forth in the definition of “Capital Account” or the flush language of Section 6.2); (7) to effectuate or otherwise reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and (8) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner and which does not violate Section 7.3.D. D. Notwithstanding Sections 7.3.B, 7.3.C and 14.2 hereof, this Agreement shall not be amended, and no action may be taken by the Managing General Partner, without the consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the Managing General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of 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, in any case, as permitted pursuant to Sections 4.2, 7.3.C and Article 6 hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Section 15.1 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2 hereof, (vi) remove, alter or amend the powers and restrictions related to the REIT Requirements or permitting the Special Limited Partner to avoid paying tax under Sections 857 or 4981 contained in Sections 3.1, 3.2, 7.1 and 7.3, or (vii) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the Managing General Partner’s authority set forth elsewhere in this Section 7.3 without the Consent specified therein. 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.
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Samples: Contribution Agreement (Welsh Property Trust, Inc.), Contribution Agreement (Welsh Property Trust, Inc.), Contribution Agreement (Welsh Property Trust, Inc.)
Restrictions on Managing General Partner’s Authority. A. The Managing General Partner may not take any action in contravention of this Agreement, including, without limitation:
(1) 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) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose, purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10;
(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, liability except as provided herein or under the Act; or
(5) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts (a) the Managing General Partner or the Partnership from performing its specific obligations under Section 15.1 hereof in full or (b) a Limited Partner from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restrictionprohibition.
B. Except as provided in Section 7.3C hereof, the The Managing General Partner shall not, without the prior Consent of the PartnersPartners holding classes or series of Partnership Interests affected by the following actions, undertake, on behalf of the Partnership, any of such actions or enter into any transaction that would have the effect of such transactions:
(1) except as provided in Section 7.3.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; or
(3) institute any proceeding for bankruptcy on behalf of the Partnership.
C. Notwithstanding Section 7.3.B and 14.2 hereof, the Managing General Partner shall have the 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 Managing General Partner or surrender any right or power granted to the Managing General Partner or any Affiliate of the Managing General Partner (including the delegation or surrender of any power to any Additional General Partner admitted to the Partnership pursuant to the terms hereof) for the benefit of the Limited Partners;
(2) to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal;
(3) to reflect a change that is of an inconsequential nature 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 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 (collectively, “"Legal Requirements”"), including, without limitation Legal Requirements applicable to entities in, or entities providing services to, the Wireless Communications Business;
(5) (a) to reflect such changes as are reasonably necessary for the Special Limited Partner to maintain or restore its qualification status as a REIT or to satisfy the REIT Requirements, ; or (b) to reflect the Transfer of all or any part of a Partnership Interest among the Special Limited Partner and any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) with respect to the Special Limited Partner;
(6) to modify either or both of 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, computed, or maintained (but in each case only to the extent set forth in the definition of “"Capital Account” " or contemplated by the Code or the flush language of Section 6.2Regulations);
(7) to effectuate or otherwise reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and
(8) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner and which does not violate Section 7.3.D.7.3.
D. Notwithstanding Sections 7.3.B, 7.3.C and 14.2 hereof, this Agreement shall not be amended, and no action may be taken by the Managing General Partner, without the consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the The Managing General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of 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, in any case, as permitted pursuant to Sections 4.2, 7.3.C and Article 6 hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Section 15.1 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2 hereof, (vi) remove, alter or amend the powers and restrictions related will provide notice to the REIT Requirements or permitting the Special Limited Partner to avoid paying tax Partners when any action under Sections 857 or 4981 contained in Sections 3.1, 3.2, 7.1 and 7.3, or (vii) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the Managing General Partner’s authority set forth elsewhere in this Section 7.3 without the Consent specified therein. 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 Partner7.3.C is taken.
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Restrictions on Managing General Partner’s Authority. A. The Managing General Partner may not take any action in contravention of this Agreement, including, without limitation:
(1) 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) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose, purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10;
(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, liability except as provided herein or under the Act; or
(5) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts (a) the Managing General Partner or the Partnership from performing its specific obligations under Section 15.1 hereof in full or (b) a Limited Partner from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restriction.
B. Except as provided in Section 7.3C hereof, the Managing General Partner shall not, without the prior Consent of the Partners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B and 14.2 hereof, the Managing General Partner shall have the 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 Managing General Partner or surrender any right or power granted to the Managing General Partner or any Affiliate of the Managing General Partner (including the delegation or surrender of any power to any Additional General Partner admitted to the Partnership pursuant to the terms hereof) for the benefit of the Limited Partners;
(2) to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal;
(3) to reflect a change that is of an inconsequential nature 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 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 (collectively, “"Legal Requirements”");
(5) (a) to reflect such changes as are reasonably necessary for the Special Limited Partner to maintain or restore its qualification status as a REIT or to satisfy the REIT Requirements, or (b) to reflect the Transfer of all or any part of a Partnership Interest among the Special Limited Partner and any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) with respect to the Special Limited Partner;
(6) to modify either or both of 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, computed, or maintained (but in each case only to the extent set forth in the definition of “"Capital Account” " or the flush language of Section 6.2);
(7) to effectuate or otherwise reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and
(8) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner and which does not violate Section 7.3.D.
D. Notwithstanding Sections 7.3.B, 7.3.C and 14.2 hereof, this Agreement shall not be amended, and no action may be taken by the Managing General Partner, without the consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the Managing General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of 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, in any case, as permitted pursuant to Sections 4.2, 7.3.C and Article 6 hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Section 15.1 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2 hereof, (vi) remove, alter or amend the powers and restrictions related to the REIT Requirements requirements or permitting to permit the Special Limited Partner to avoid paying tax under Sections 857 or 4981 contained in Sections 3.1, 3.2, 7.1 and 7.3, or (vii) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the Managing General Partner’s 's authority set forth elsewhere in this Section 7.3 without the Consent consent specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such Consent consent by any other Partner.
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Restrictions on Managing General Partner’s Authority. A. The Managing General Partner may not take any action in contravention of this Agreement, including, without limitation:
(1) 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) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose, purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10;
(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, liability except as provided herein or under the Act; or
(5) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts (a) the Managing General Partner or the Partnership from performing its specific obligations under Section 15.1 hereof in full or (b) a Limited Partner from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restriction.
B. Except as provided in Section 7.3C hereof, the Managing General Partner shall not, without the prior Consent of the Partners, amend, modify or terminate this Agreement.
C. Notwithstanding Section 7.3.B and 14.2 hereof, the Managing General Partner shall have the 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 Managing General Partner or surrender any right or power granted to the Managing General Partner or any Affiliate of the Managing General Partner (including the delegation or surrender of any power to any Additional General Partner admitted to the Partnership pursuant to the terms hereof) for the benefit of the Limited Partners;
(2) to reflect the admission, substitution or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal;
(3) to reflect a change that is of an inconsequential nature or does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or 42 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 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 (collectively, “"Legal Requirements”");
(5) (a) to reflect such changes as are reasonably necessary for the Special Limited Partner to maintain or restore its qualification status as a REIT or to satisfy the REIT Requirements, or (b) to reflect the Transfer of all or any part of a Partnership Interest among the Special Limited Partner and any “"qualified REIT subsidiary” " (within the meaning of Code Section 856(i)(2)) with respect to the Special Limited Partner;
(6) to modify either or both of 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, computed, or maintained (but in each case only to the extent set forth in the definition of “"Capital Account” " or the flush language of Section 6.2);
(7) to effectuate or otherwise reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and
(8) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner and which does not violate Section 7.3.D.
D. Notwithstanding Sections 7.3.B, 7.3.C and 14.2 hereof, this Agreement shall not be amended, and no action may be taken by the Managing General Partner, without the consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partner Interest in the Partnership into a General Partner Interest (except as a result of the Managing General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of 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, in any case, as permitted pursuant to Sections 4.2, 7.3.C and Article 6 hereof), (iv) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as set forth in Section 15.1 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2 hereof, (vi) remove, alter or amend the powers and restrictions related to the REIT Requirements requirements or permitting to permit the Special Limited Partner to avoid paying tax under Sections 857 or 4981 contained in Sections 3.1, 3.2, 7.1 and 7.3, or (vii) amend this Section 7.3.D. Further, no amendment may alter the restrictions on the Managing General Partner’s 's authority set forth elsewhere in this Section 7.3 without the Consent consent specified therein. Any such amendment or action consented to by any Partner shall be effective as to that Partner, notwithstanding the absence of such Consent consent by any other Partner.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hartman Short Term Income Properties XX, Inc.)
Restrictions on Managing General Partner’s Authority. A. The Managing General Partner may not take any action in contravention of this Agreement, including, without limitation:
(1) 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) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose, purpose except as otherwise provided in this Agreement, including, without limitation, Section 7.10;
(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, liability except as provided herein or under the Act; or
(5) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts (a) restricts, or has the Managing General effect of prohibiting or restricting, the ability of a Partner or the Partnership from performing its specific obligations under Section 15.1 hereof to exercise in full or (b) a Limited Partner from exercising its rights under Section 15.1 hereof to effect a Redemption in full8.6 hereof, except, in either case, except with the written consent of such Limited Partner affected by the prohibition or restrictionPartner.
B. Except The Managing General Partner shall not, without the prior Consent of the Partners, undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such transactions:
(1) except as provided in Sections 7.1(A) and 7.3.D hereof, amend, modify or terminate this Agreement 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; or
(3) institute any proceeding for bankruptcy on behalf of the Partnership;
(4) approve or acquiesce to the transfer of the Partnership Interest of the Managing General Partner to any Person other than the Partnership;
(5) admit into the Partnership any additional or substitute General Partners; or
(6) except as provided in Section 7.3C hereof7.9, take title to any property of the Partnership other than in the name of the Partnership or a Property Partnership.
C. If the aggregate Limited Partner Interests of all Limited Partners represents 10.0% or more of the aggregate Partnership Interests, the Managing General Partner shall not, without the prior Consent of the Limited Partners, amendundertake, modify or terminate this Agreementon behalf of the Partnership, to dissolve the Partnership.
C. D. Notwithstanding Section Sections 7.3.B and 14.2 7.3.C hereof, but subject to Section 7.3.E hereof, the Managing General Partner shall have the 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 Managing General Partner or surrender any right or power granted to the Managing General Partner or any Affiliate of the Managing General Partner (including the delegation or surrender of any power to any Additional General Partner admitted to the Partnership pursuant to the terms hereof) for the benefit of the Limited other Partners;
(2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.C and 4.4 hereof or the admission, substitution substitution, termination, or withdrawal of Partners or the termination of the Partnership in accordance with this Agreement, and to amend Exhibit A in connection with such admission, substitution or withdrawal;
(3) to reflect a change that is of an inconsequential nature or and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguityambiguity in, correct or supplement any provision in this Agreement not inconsistent with law or with other provisionsin, or make other changes with respect to matters arising under under, this Agreement that will not be inconsistent with law or with the provisions of this Agreement;
(4) 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 (collectively, “Legal Requirements”)law;
(5) (a) to reflect such changes as are reasonably necessary for the Special Limited Managing General Partner to maintain or restore its qualification status as a REIT REIT, including changes which may be necessitated due to a change in applicable law (or to satisfy an authoritative interpretation thereof) or a ruling of the REIT Requirements, or (b) to reflect the Transfer of all or any part of a Partnership Interest among the Special Limited Partner and any “qualified REIT subsidiary” (within the meaning of Code Section 856(i)(2)) with respect to the Special Limited Partner;IRS; and
(6) to modify either or both modify, as set forth in the definition of the manner in which items of Net Income or Net Loss are allocated pursuant to Article VI or "Capital Account," the manner in which Capital Accounts are adjusted, computed, or maintained (but in each case only . The Managing General Partner will provide notice to the extent set forth in the definition of “Capital Account” or the flush language of other Partners when any action under this Section 6.2);7.3.D is taken.
(7) to effectuate or otherwise reflect the issuance of additional Partnership Interests in accordance with Section 4.2; and
(8) to reflect any other modification to this Agreement as is reasonably necessary for the business or operations of the Partnership or the Special Limited Partner and which does not violate Section 7.3.D.
D. E. Notwithstanding Sections 7.3.B, 7.3.C 7.3.C, and 14.2 7.3.D hereof, this Agreement shall not be amended, and no action may be taken by the Managing General Partner, without the consent Consent of each Partner adversely affected thereby, if such amendment or action would (i1) convert a Limited Partner Interest Partner's interest in the Partnership into a General Partner Interest general partner's interest (except as a the result of the Managing General Partner acquiring such Partnership Interestinterest), (ii2) modify the limited liability of a Limited Partner, (iii3) alter the rights of any the 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, in any case, except as permitted pursuant to Sections 4.2, 7.3.C Section 4.3 and Article 6 Section 7.3.D(2) hereof), (iv4) alter or modify the Redemption rights, Cash Amount or REIT Shares Amount as rights set forth in Section 15.1 8.6 hereof, or amend or modify any and related definitionsdefinitions herein, (v5) alter or modify Section 11.2 hereof, (vi) remove, alter or amend reduce the powers and restrictions related percentage of Partners required to the REIT Requirements or permitting the Special Limited Partner consent to avoid paying tax under Sections 857 or 4981 contained any matter in Sections 3.1, 3.2, 7.1 and 7.3, this Agreement or (vii6) amend this Section 7.3.D. 7.3.E. Further, no amendment may alter the restrictions on the Managing General Partner’s 's authority set forth elsewhere in this Section 7.3 without the Consent specified thereinin such section. Any such amendment or In addition, notwithstanding Sections 7.3.B, 7.3.C and 7.3.D hereof, Section 11.2 hereof shall not be amended, and no action consented to by any Partner in contravention of Section 11.2 hereof shall be effective taken, without the Consent of the Limited Partners.
F. Notwithstanding Section 7.3.B, no General Partner may, without the prior written consent of each of the other General Partners, undertake, except as to that Partnerset forth in the Put Option Agreement, notwithstanding any of the absence following actions or enter into any transaction which would have the effect of such Consent transactions:
(1) approve or acquiesce to the transfer of all or any portion of the General Partner Interest (whether by sale, statutory merger or consolidation, liquidation or otherwise) of such General Partner to any Person other Partnerthan the Partnership; or
(2) admit into the Partnership any additional or substitute General Partners; or
(3) withdraw from the Partnership or assign all or any part of its General Partner Interest in the Partnership.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Prime Group Realty Trust)
