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:
Amendment by General Partner. Notwithstanding Section 8.1 above, this Agreement may be amended by the General Partner, by executing an instrument of amendment and giving each Partner notice thereof, without the consent of any other Person:
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 prior notice to or consent from any Limited Partner, amend this Agreement (including Schedule “A”):
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. The Partners authorize the General Partner to amend this Section 5.3 to the extent necessary to achieve substantially the same tax treatment with respect to the Special Partnership Units as is set forth in, as applicable, Revenue Procedure 93-27 or Revenue Procedure 2001-43, provided, however, that such amendment is not materially adverse to any Partner.
Amendment by General Partner. Other than the amendments set out above under “Power to Amend” which require Limited Partner approval, this Agreement may be amended by the General Partner or the Manager upon 60 days’ written notice to Limited Partners. Notwithstanding the foregoing, this Agreement may be amended to create new Classes of Units (provided that such new Class does not adversely affect the rights of existing Limited Partners), ensure compliance with law, bring Willow LP into conformity with industry practice, correct typographical errors and make other non-material amendments without notice to Limited Partners.
Amendment by General Partner. Notwithstanding Section 11.2, ----------------------------- any provision of this Agreement may be amended or waived from time to time by the General Partner, without the consent of any of the Limited Partners, but only to the extent that such amendment or waiver is necessary or advisable in the opinion of the General Partner: (i) to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state; (ii) to ensure that the Partnership will be treated as a partnership for federal income tax purposes; (iii) to cure any ambiguity, and to correct or supplement any inconsistent provision in this Agreement;
Amendment by General Partner. The General Partner may, without prior notice to or consent from any Limited Partner, amend from time to time any provision of this Agreement or Schedule B, if such amendment is to (a) add additional classes of Units of the Partnership or (b) amend or add any provision which, in the opinion of the General Partner, acting reasonably, is for the protection or benefit of the Limited Partners and of the Partnership, or is for the purpose of correcting or supplementing any provisions contained herein or therein which may be defective or inconsistent with any other provision contained herein or therein and does not, in the opinion of the General Partner, acting in good faith, materially adversely affect the interest of any Limited Partner or of the Partnership.
Amendment by General Partner. Subject to Section 13.1, this Agreement may be amended from time to time by the GENERAL PARTNER without the consent of any of the other PARTNERS (i) to add to the representations, duties or obligations of the GENERAL PARTNER or surrender any right or power granted to the GENERAL PARTNER herein; (ii) 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 PARTNERS hereto; (iii) to delete or add any provision of this Agreement lawfully required to be so deleted or added by any governmental commission or agency, provided such addition or deletion is deemed by such commission or agency to be for the benefit or protection of the LIMITED PARTNERS; or (iv) to provide the necessary information regarding any new GENERAL PARTNER or any Substituted or Additional LIMITED PARTNERS.
