Common use of Rights, Duties, etc Clause in Contracts

Rights, Duties, etc. The Limited Partners shall have the following rights, powers, privileges, duties and liabilities: (1) The Limited Partners shall have the right to obtain information of all things affecting the Partnership, provided that such is for a purpose reasonably related to the Limited Partner's interest as a limited partner in the Partnership, including, without limitation such reports as are set forth in Article XII and such information as is set forth in Subparagraph C(11) of Article X hereof. (2) The Limited Partners shall receive from the Partnership the share of the distributions provided for in this Agreement in the manner and at the times provided for in this Agreement. (3) Except for the Limited Partners' redemption rights set forth in Paragraphs A and B of Article IX hereof or upon a mandatory redemption effected by the General Partner pursuant to Subparagraph B(9) of Article X hereof, Limited Partners shall have the right to demand the return of their capital account only upon the dissolution and winding up of the Partnership. In no event shall a Limited Partner be entitled to demand or receive property other than cash. No Limited Partner shall have priority over any other Limited Partner either as to the return of capital or as to profits, losses or distributions. No Limited Partner shall have the right to bring an action for partition against the Partnership. (4) Limited Partners holding at least a majority in interest (over 50%) of the outstanding Units (not including Units held by the General Partner) may vote to (a) reconstitute the Partnership as provided in Subparagraph A(2) of Article XVII, (b) approve the voluntary withdrawal of the General Partner and elect a successor General Partner as provided in Paragraph K of Article X, (c) remove the General Partner on ninety (90) days' prior written notice to the General Partner, (d) elect and appoint one or more additional General Partners, or consent to such matters as are set forth in Subparagraph B(2) of Article XIV, (e) approve a material change in the trading policies of the Partnership as set forth in the Prospectus, which change shall not be effective without the prior written approval of such majority, and (f) approve the termination of any agreement entered into between the Partnership and the General Partner or any Affiliate of the General Partner, in the case of (d) (e) and (f), in each instance on sixty (60) days' prior written notice. (5) All Limited Partners may vote to elect a successor General Partner upon the withdrawal, removal, death, insanity, adjudication of bankruptcy or insolvency, dissolution or other cessation to exist as a legal entity of the General Partner as provided in Clause (b) of Subparagraph A(2) of Article XVII. Prior to the exercise by the Limited Partners of the rights set forth in Subparagraphs (4) and (5) of this Paragraph B, in Paragraph A of Article XV and in Subparagraph A(4) of Article XVII the Partnership will, if practicable, provide Limited Partners with an opinion of independent legal counsel in each state where the Partnership may be deemed to be conducting its business whether or not such exercise would constitute such participation in the control of the Partnership business as would deny to the Limited Partners limited liability under the laws of such state.

Rights, Duties, etc. The Limited Partners shall have the following rights, powers, privileges, duties and liabilities: (1) The Limited Partners shall have the right to obtain information of all things affecting the Partnership, provided that such is for a purpose reasonably related to the Limited Partner's ’s interest as a limited partner in the Partnership, including, without limitation such reports as are set forth in Article XII and such information as is set forth in Subparagraph C(11) of Article X hereof. (2) The Limited Partners shall receive from the Partnership the share of the distributions provided for in this Agreement in the manner and at the times provided for in this Agreement. (3) Except for the Limited Partners' ’ redemption rights set forth in Paragraphs A and B of Article IX hereof or upon a mandatory redemption effected by the General Partner pursuant to Subparagraph B(9) of Article X hereof, Limited Partners shall have the right to demand the return of their capital account only upon the dissolution and winding up of the Partnership. In no event shall a Limited Partner be entitled to demand or receive property other than cash. No Limited Partner shall have priority over any other Limited Partner either as to the return of capital or as to profits, losses or distributions. No Limited Partner shall have the right to bring an action for partition against the Partnership. (4) Limited Partners holding at least a majority in interest (over 50%) of the outstanding Units (not including Units held by the General Partner) may vote to (a) reconstitute the Partnership as provided in Subparagraph A(2) of Article XVII, (b) approve the voluntary withdrawal of the General Partner and elect a successor General Partner as provided in Paragraph K of Article X, (c) remove the General Partner on ninety (90) days' ’ prior written notice to the General Partner, (d) elect and appoint one or more additional General Partners, or consent to such matters as are set forth in Subparagraph B(2) of Article XIV, (e) approve a material change in the trading policies of the Partnership as set forth in the Prospectus, which change shall not be effective without the prior written approval of such majority, and (f) approve the termination of any agreement entered into between the Partnership and the General Partner or any Affiliate of the General Partner, in the case of (d) (e) and (f), in each instance on sixty (60) days' ’ prior written notice. (5) All Limited Partners may vote to elect a successor General Partner upon the withdrawal, removal, death, insanity, adjudication of bankruptcy or insolvency, dissolution or other cessation to exist as a legal entity of the General Partner as provided in Clause (b) of Subparagraph A(2) of Article XVII. Prior to the exercise by the Limited Partners of the rights set forth in Subparagraphs (4) and (5) of this Paragraph B, in Paragraph A of Article XV and in Subparagraph A(4) of Article XVII the Partnership will, if practicable, provide Limited Partners with an opinion of independent legal counsel in each state where the Partnership may be deemed to be conducting its business whether or not such exercise would constitute such participation in the control of the Partnership business as would deny to the Limited Partners limited liability under the laws of such state.