Without Consent. Notwithstanding the provisions of 11.1.1 the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member: (a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein; (b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members; (c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its affiliates under the Investment Company Act or any similar state or federal law; or (d) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, provided, however, that no amendment shall may be made pursuant to clauses (a) through (d) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Private Middle Market Credit II LLC), Limited Liability Company Agreement (Goldman Sachs Private Middle Market Credit LLC), Limited Liability Company Agreement
Without Consent. Notwithstanding the provisions of 11.1.1 Section 11.1.1, the following amendments may be made with the consent of the Board and without the need to seek the consent of any Member:
(a) to add to the duties or obligations of the Board or surrender any right granted to the Board herein;
(b) to cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision herein or to correct any printing, stenographic or clerical errors or omissions in order that this Agreement shall accurately reflect the agreement among the Members;
(c) to make such changes as the Board in good xxxxx xxxxx necessary to comply with any requirements applicable to the Company or its affiliates Affiliates under the Investment Company Act or any similar applicable state or federal law;
(d) to change the name of the Company; or
(de) to make changes that this Agreement specifically provides may be made by the Board without the consent of any Member, ; provided, however, that no amendment shall may be made pursuant to clauses (a) through (de) above if such amendment would (1) subject any Member to any adverse economic consequences without such Member’s consent, (2) diminish the rights or protections of one or more Members (including, for the avoidance of doubt, provisions intended to protect one or more Members from suffering certain adverse tax consequences), or (3) diminish or waive in any material respect the duties and obligations of the Board to the Company or the Members.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Oaktree Gardens OLP, LLC)