Common use of RETAINED APPROVALS Clause in Contracts

RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner under Section 7.9, the Terminated Partner shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner as a Partner, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.26, except that the Terminated Partner shall not have the right to Approve the actions described in: (i) Section 5.1.5.25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, (2) otherwise except to the extent that the Terminated Partner's interest is diluted by the admission of the third party investors, any new Partner or any Transfer described therein, and (3) with respect to participating financing, if Partners' interests are diluted pro rata by such participating Financing, (ii) Section 5.1.5.5 to the extent amendment of this Agreement is permitted under Section 3.6 or is necessary or appropriate (as reasonably Approved by the non-Terminated Partner) to admit a new Partner if the Admission is permitted under preceding clause (i) without the Terminated Partner's

RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner Member under Section 7.9, the Terminated Partner Member shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 5 1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner Member as a PartnerMember, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership Company has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership Company to lose its status as a partnership for federal income tax purposes under the Code and Regulations Regulations, and under state tax laws applicable to the Company, as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 5 1.5.25 and 5.1.5.26, except that the Terminated Partner Member shall not have the right to Approve the actions described in: (i) Section 5.1.5.25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, (2) otherwise except to the extent that the Terminated PartnerMember's interest is diluted by the admission of the third party investors, any new Partner Member or any Transfer described therein, and (3) with respect to participating financing, if PartnersMembers' interests are diluted pro rata by such participating Financingfinancing, (ii) Section 5.1.5.5 to the extent amendment of this Agreement is permitted under Section 3.6 or is necessary or appropriate (as reasonably Approved by the non-Terminated PartnerMember) to admit a new Partner Member if the Admission is permitted under preceding clause (i) without the Terminated Partner'sMember's Approval, and (iii) Section 5.1.5.9 except to the extent the Terminated Member would be personally liable for the repayment of all or a portion of the indebtedness or under the agreement described in such Section 5.1.5.9.

RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner under Section 7.9, the Terminated Partner shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner as a Partner, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.26, except that the Terminated Partner shall not have the right to Approve the actions described in: (i) Section 5.1.5.25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, (2) otherwise except to the extent that the Terminated Partner's interest is diluted by the admission of the third party investors, any new Partner or any Transfer described therein, and (3) with respect to participating financing, if Partners' interests are diluted pro rata by such participating Financingfinancing, (ii) Section 5.1.5.5 to the extent amendment of this Agreement is permitted under Section 3.6 or is necessary or appropriate (as reasonably Approved by the non-Terminated Partner) to admit a new Partner if the Admission is permitted under preceding clause (i) without the Terminated Partner's

RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner under Section 7.9, the Terminated Partner shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner as a Partner, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.26, except that the Terminated Partner shall not have the right to Approve the actions described in: (i) Section 5.1.5.25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, (2) otherwise except to the extent that the Terminated Partner's interest is diluted by the admission of the third party investors, any new Partner or any Transfer described therein, and (3) with respect to participating financing, if Partners' interests are diluted pro rata by such participating Financingfinancing, (ii) Section 5.1.5.5 to the extent amendment of this Agreement is permitted under Section 3.6 or is necessary or appropriate (as reasonably Approved by the non-Terminated Partner) to admit a new Partner if the Admission is permitted under preceding clause (i) without the Terminated Partner's's Approval, and (iii) Section 5.1.5.9 except to the extent the Terminated Partner would be personally liable for the repayment of all or a portion of the indebtedness or under the agreement described in such Section 5.1.5.9.

RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner Member under Section 7.9, the Terminated Partner Member shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner Member as a PartnerMember, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership Company has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership Company to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.26, . except that the Terminated Partner Member shall not have the right to Approve the actions described in: (i) Section 5.1.5.25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, (2) otherwise except to the extent that the Terminated PartnerMember's interest is diluted by the admission of the third party investors, any new Partner Member or any Transfer described therein, and (3) with respect to participating financing, if PartnersMembers' interests are diluted pro rata by such participating Financingfinancing, (ii) Section 5.1.5.5 to the extent amendment of this Agreement is permitted under Section 3.6 or is necessary or appropriate (as reasonably Approved by the non-Terminated PartnerMember) to admit a new Partner Member if the Admission is permitted under preceding clause (i) without the Terminated Partner'sMember's Approval, and (iii) Section 5.1.5.9 except to the extent the Terminated Member would be personally liable for the repayment of all or a portion of the indebtedness or under the agreement described in such Section 5.1.5.9.

RETAINED APPROVALS. Notwithstanding anything to the contrary contained in this Agreement, after the loss of Approval rights by a Terminated Partner Venturer under Section 7.9, the Terminated Partner Venturer shall still retain Approval rights with respect to the matters described in (a) Sections 5.1.5.1 through (and including) 5.1.5.13, (b) Section 5.1.5.20, (c) Section 5.1.5.26 with respect to the substitution of a transferee or additional Partner Venturer as a PartnerVenturer, provided, however, that the provisions of this clause (c) shall terminate if and when the Partnership Venture has received an opinion of Independent Tax Counsel that the termination of such Approval rights would not cause the Partnership Venture to lose its status as a partnership for federal income tax purposes under the Code and Regulations as in effect as of the date the Approval of such substitution is required under this Agreement (the "Transfer Restriction Termination Date"); and (d) Sections 5.1.5.25 and 5.1.5.26, except that the Terminated Partner Venturer shall not have the right to Approve the actions Actions described in: (i) Section 5.1.5.25 or 5.1.5.26 (1) to the extent provided in (c) of this Section 5.1.6.1, 5.1.6.1 (2) otherwise except to the extent that the Terminated PartnerVenturer's interest is diluted by the admission of the third party investors, any new Partner Venturer or any Transfer described therein, and (3) with respect to participating financing, if PartnersVenturers' interests are diluted pro rata by such participating Financingfinancing, (ii) Section 5.1.5.5 to the extent amendment of this Agreement is permitted under Section 3.6 or is necessary or appropriate (as reasonably Approved by the non-Terminated PartnerVenturer) to admit a new Partner Venturer if the Admission is permitted under preceding clause (i) without the Terminated Partner'sVenturer's Approval, and (iii) Section 5.1.5.9 except to the extent the Terminated Venturer would be personally liable for the repayment of all or a portion of the indebtedness or under the agreement described in such Section 5.1.5.9.