Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement or to approve or initiate the taking of, or take, any other action at any meeting of Partners will not come into existence or be effective in any manner unless and until, prior to the exercise of any right or the taking of any action, the Partnership has received an opinion of counsel advising the Limited Partners (at the expense of the Partnership) as to the effect that the exercise of those rights or the taking of those actions may have on the limited liability of any Limited Partners other than those Limited Partners who have initiated that action, each of whom expressly acknowledges that the exercise of the right or the taking of the action may subject each of those Limited Partners to liability as a general partner under the Act or similar legislation in Canada.
Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement, to dissolve the Partnership or to remove the General Partner and to admit a replacement therefor or to exercise any of the powers set forth in Section 13.16 or to approve or initiate the taking of, or take, any other action at any meeting of Limited Partners or Class of Limited Partners shall not come into existence or be effective in any manner unless and until, prior to the exercise of any such right or the taking of any such action, the Partnership has received an opinion of counsel advising the Limited Partners or the Limited Partners of a Class, as the case may be, as to the effect that the exercise of such rights or the taking of such actions may have on the limited liability of any Limited Partners other than those Limited Partners who have initiated such action, each of whom expressly acknowledges that the exercise of such right or the taking of such action may subject each of such Limited Partners to liability as a general partner under the Act or applicable similar legislation.
Conditions to Action by Limited Partners. The right of the Limited Partners to amend this Agreement, to dissolve the Partnership or to remove the General Partner and to admit a replacement or to exercise any of the powers set out in Section 8.16 or to approve or initiate the taking of, or take, any other action at any meeting of Partners will not come into existence or be effective in any manner unless and until, if requested by written notice of a Limited Partner to the General Partner prior to the exercise of any right or the taking of any action, the Partnership has received an opinion of counsel (who may be an employee of the General Partner or the Partnership) advising the Limited Partners (at the expense of the Limited Partners) as to the effect that the exercise of those rights or the taking of those actions may have on the limited liability of any Limited Partners other than those Limited Partners who have initiated that action, each of whom expressly acknowledges that the exercise of the right or the taking of the action may subject each of those Limited Partners to liability as the General Partner.
Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement, to dissolve the Partnership, to remove the General Partner and elect a replacement therefor, and to approve the sale of all or substantially all of the Partnership's real property developments and investments in real property pursuant to Sections 5.4B and 10.2 shall be void ab initio if prior to or within 15 days after such vote (A) either (i) the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in Interest of the Limited Partners, that such action may not be effected without adversely affecting the status of Limited Partners as limited partners of the Partnership, or (ii) a State court having original jurisdiction in the premises has entered a judgment which has become final to the foregoing effect or (B) with respect to the removal of the General Partner and the election of a replacement therefor, the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in Interest of the Limited Partners, that after giving effect to such action, the General Partner would not have a net worth at a sufficient level to meet all then existing requirements of the Code to assure that the Partnership will be classified for Federal income tax purposes as a partnership and not as an association taxable as a corporation. The existence of such an opinion of counsel or court judgment with respect to a particular contemplated vote of the Limited Partners shall not affect the rights of the Limited Partners to vote on other future actions. If neither an opinion of counsel or court judgment referred to in this Section has been obtained, the vote of the Limited Partners shall proceed as scheduled and shall not be delayed or postponed except as otherwise permitted by law. For purposes of this Section 10.3, counsel will be deemed satisfactory to the Limited Partners if proposed by the General Partner and affirmatively approved in writing within forty-five (45) days by a majority in interest of the Limited Partners; provided that if the holders of 10% or more of the outstanding Partnership Interests propose counsel for this purpose, such proposed counsel, and not counsel proposed by the General Partner, shall be submitted for such approval by the Limited Partners.
Conditions to Action by Limited Partners. The right of the Limited Partners to vote to amend this Agreement, to dissolve the Partnership, to remove a General Partner and elect a replacement therefor and to approve the sale of all or substantially all the assets of the Partnership pursuant to Sections 5.4 and 10.2 shall not come into existence or be effective in any manner unless and until (A) the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in interest of the Limited Partners, as to the legality of such action and (B) either (i) the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in interest of the Limited Partners, that such action may be effected without subjecting the Limited Partners to liability as general partners under the Uniform Limited Partnership Act of the State of Illinois or under the laws of such other jurisdictions in which the Partnership is formed or qualified, or (ii) an Illinois court having original jurisdiction in (he premises has entered a judgment to the foregoing effect, and (C) either (i) the Partnership has received an opinion of counsel, which counsel is satisfactory to a majority in interest or the Limited Partners, that such action may be effected without changing the Partnership's status for tax purposes or (ii) either a court having original jurisdiction has entered a judgment, or the Internal Revenue Service has issued a ruling to the foregoing effect. For purposes of this Section 10.3, counsel will be deemed satisfactory to the Limited Partners if proposed by the Managing General Partner and affirmatively approved in writing within 45 days by a majority in interest of the Limited Partners; provided that if the holders of 10% or more of the outstanding Interests propose counsel for this purpose, such proposed counsel and not counsel proposed by the General Partners, shall be submitted for such approval by the Limited Partners. ARTICLE ELEVEN
Conditions to Action by Limited Partners. No action of the Limited Partners to:
