Amendment by General Partner Clause Samples
The "Amendment by General Partner" clause grants the general partner the authority to modify or update the terms of an agreement without requiring the consent of all other parties. Typically, this clause outlines the process by which amendments can be made, such as providing notice to limited partners or restricting amendments that would materially and adversely affect their rights. Its core practical function is to provide flexibility in managing the partnership by allowing necessary changes to be made efficiently, while balancing the need to protect the interests of other stakeholders.
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Amendment by General Partner. Each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided in this Agreement), without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect:
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;
(c) a change that the General Partner, acting reasonably, determines is necessary to qualify or continue the qualification of the Partnership as a limited partnership which the Limited Partners have limited liability under the applicable laws;
(d) a change that, in the discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Tax Act, the Code, U.S. Treasury Regulations, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation Laws;
(e) a change that the General Partner, acting reasonably, determines to be necessary to satisfy any requirements, conditions or guidelines contained in any Law;
(f) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership;
(g) an amendment that the General Partner, acting reasonably, determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests or options, rights, warrants or appreciation rights relating to Partnership Interests pursuant to Section 3.4; and
(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone; provided, that, the amendments set out in clauses (c), (d), (e), (g) and (h) of this Section 14.2 may only be made without the approval of any Limited Partner if approved by a majority of the Specially Designated Directors then in office. From and after the Special Board Date (as defined in the Topco Articles), if neither any Meteor Entity nor Polaris is a 5% Holde...
Amendment by General Partner. Each Limited Partner agrees that the General Partner, without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect (i) any amendment duly approved by the General Partner in accordance with Section 14.1 and, if applicable, the requisite holders of Exchangeable Units under Section 3.1 of Schedule A, or (ii):
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;
(c) a change that, in the discretion of the General Partner acting in good faith, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership in respect of which the Limited Partners have limited liability under the applicable laws;
(d) a change that, in the sole discretion of the General Partner acting in good faith, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Code, Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation laws, provided that such change does not adversely impact the economic equivalence of the Exchangeable Units and the Holdings Shares;
(e) a change that the General Partner determines (i) to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any Governmental Authority or contained in any Law, (ii) necessary or appropriate to waive any restriction applicable to the Exchangeable Units (it being understood that any such waiver under this subsection (if any) must be applicable to all holders of Exchangeable Units), or (iii) is required to effect the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement, provided that such change does not adversely impact the economic equivalence of the Exchangeable Units and the Holdings Shares;
(f) a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a r...
Amendment by General Partner. Notwithstanding the provisions of Section 8.1, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Fund Limited Partner notice thereof, without the consent of any of the Fund Limited Partners, (i) to effect changes of a ministerial nature that do not materially and adversely affect the rights, duties or obligations of any Partner; (ii) to give effect to the admission of Partners in accordance with the terms hereof; (iii) to conform the terms of this Agreement with any regulations issued under Code Section 704, provided that, in the opinion of counsel to the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (iv) with respect to the Partnership’s status as a partnership (and not as an association taxable as a corporation) for federal tax purposes (x) to comply with the requirements of the Regulations, or (y) to ensure the continuation of partnership status; provided, however, that, in the opinion of counsel of the Partnership, such amendment does not materially and adversely affect the rights or interests of any of the Partners; (v) to enter into side letters with Limited Partners, to the extent that they do not materially and adversely affect the economic interests of other Partners under this Agreement; and (vi) to change the name of the Partnership; provided, however, that no amendment shall be adopted pursuant to this sentence unless the adoption thereof (1) is, in the General Partner’s reasonable determination, for the benefit of or not adverse to the interests of the Partners; (2) is consistent with the other provisions hereof; (3) does not affect the allocation and distribution provisions of Section 3 and Section 4 hereof (except to the extent necessary to conform the terms of this Agreement with any regulations issued under Code Sections 704) other than any effect that may result from the admission of a new Partner in accordance with the terms hereof; (4) does not alter the purpose of the Partnership; and (5) does not adversely affect the limited liability of the Limited Partners or the status of the Partnership as a partnership for federal income tax purposes.
Amendment by General Partner. This Limited Partnership Agreement may not be amended without the consent of the General Partner.
Amendment by General Partner. The General Partner may, without notice to or consent of other Partners, amend this Agreement:
(a) to add any covenant, restriction or provision which, in the opinion of counsel for the Partnership, is for the protection of the Limited Partners; or
(b) to clear any ambiguity or to correct or supplement any provision contained herein which, in the opinion of counsel for the Partnership, may be defective or inconsistent with any other provision hereof; or
(c) to give effect to any legislative or regulatory change if, in the opinion of counsel for the Partnership, such change is necessary.
Amendment by General Partner. Each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided in this Agreement), without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect:
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement;
(c) a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership which the Limited Partners have limited liability under the applicable laws;
(d) with the prior approval of the Conflicts Committee, a change that, in the sole discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Tax Act, the Code, Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation laws;
(e) a change to amend or add any provision, or to cure any ambiguity or to correct or supplement any provisions contained in this Agreement which may be defective or inconsistent with any other provision contained in this Agreement or which should be made to make this Agreement consistent with the disclosure set out in the Information Statement;
(f) a change that, in the sole discretion of the General Partner does not materially adversely affect the Limited Partners;
(g) a change that the General Partner determines (i) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any Governmental Authority or contained in any Law or (B) with the prior approval of the Conflicts Committee, facilitate the trading of the Limited Partner Interests or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Limited Partner Interests are or will be listed, or (iii) is required to effect the intent expressed in the Information Statement or the i...
Amendment by General Partner. Each Limited Partner agrees that the General Partner (pursuant to its powers of attorney from the Limited Partners or as expressly provided in this Agreement), without the approval of any Limited Partner, may amend any provision of this Agreement, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection with that amendment, to reflect:
(a) a change in the name of the Partnership or the location of the principal place of business or the registered office of the Partnership;
(b) admission, substitution, withdrawal or removal of Limited Partners in accordance with this Agreement; and
(c) a change that, in the discretion of the General Partner, is reasonable and necessary or appropriate to enable Partners to take advantage of, or not be detrimentally affected by, changes, proposed changes or differing interpretations with respect to any of the Tax Act, the Code, U.S. Treasury Regulations, administrative pronouncements of the Internal Revenue Service and judicial decisions, or other taxation Laws.
Amendment by General Partner. The General Partner may, without prior notice to or consent from any Limited Partner, amend this Agreement (including Schedule “A”):
(a) in order to create additional series of Units;
(b) in order to protect the interests of the Limited Partners, if necessary;
(c) to cure any ambiguity or clerical error or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provision if such amendment does not and shall not in any manner adversely affect the interests of any Limited Partner as a Limited Partner;
(d) to reflect any changes to any applicable legislation; or
(e) in any other manner provided that such amendment does not and shall not adversely affect the interests of any existing Limited Partner as a Limited Partner in any manner. Within fifteen (15) days following the date of any amendment to this Agreement made pursuant to this Section 13.1 (other than an amendment to create an additional series of units), the General Partner shall provide Limited Partners with a copy of the amendment together with a written explanation of the reasons for such amendment.
Amendment by General Partner. The General Partner may, without prior notice to or consent from any of the Limited Partners, amend this Agreement to add covenants, restrictions or provisions which, in the opinion of counsel for the Partnership, are for the protection of the Limited Partners or which do not and will not adversely affect the rights of any Limited Partner; but all Partners will be notified in writing of full details of any amendment to this Agreement under this Section 15.3 within thirty (30) days after the effective date of such amendment.
Amendment by General Partner. Except as otherwise specifically provided in this Agreement, any amendment to this Agreement may be effected by the General Partner without the approval of any Limited Partner, including, without limitation, the following:
(a) to implement or effectuate the provisions of any part of this Agreement or to continue the Partnership for the term provided herein under the laws of the State of Delaware and of any state or jurisdiction in which it shall do business;
(b) to take any action, on the advice of counsel, for the Partnership, necessary or appropriate to satisfy then current requirements of the Code with respect to partnerships or any applicable laws or regulations;
(c) to cure any ambiguity, defect or inconsistency; or
(d) to effect any amendment which is fair to all partners and consistent with the economic terms provided in this Agreement. All Partners shall be furnished with a copy of such amendment prior to its adoption. No amendment shall become effective if Limited Partners possessing Limited Partnership Interests aggregating 25% or more of the total Limited Partnership Interests deliver to the Partnership, within 30 calendar days following delivery of such amendment to the Limited their written objection to such amendment.