Common use of Limitations on Requirements for Consents Clause in Contracts

Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, but subject to the requirements of the Investment Company Act, in the event that counsel for the Fund or counsel designated by Limited Partners holding not less than 10% of the Interests owned by all Limited Partners shall have delivered to the Fund an opinion to the effect that either the existence of a particular consent right or particular consent rights, or the exercise thereof, will violate the provisions of the Act or the laws of the other jurisdictions in which the Fund is then formed or qualified, will adversely affect the limited liability of the Limited Partners, or will adversely affect the classification of the Fund as a partnership for federal or state income tax purposes, then notwithstanding the other provisions of this Agreement, the Limited Partners shall no longer have such right, or shall not be entitled to exercise such right in the instant case, as the case may be.

Limitations on Requirements for Consents. Notwithstanding any other provisions of this Agreement, but subject to the requirements of the Investment Company Act, in the event that counsel for the Fund or counsel designated by Limited Partners Members holding not less than 10% of the Interests Shares owned by all Limited Partners Members shall have delivered to the Fund an opinion to the effect that either the existence of a particular consent right or particular consent rights, or the exercise thereof, will violate the provisions of the Act or the laws of the other jurisdictions in which the Fund is then formed or qualified, will adversely affect the limited liability of the Limited PartnersMembers, or will adversely affect the classification of the Fund as a partnership for federal or state income tax purposes, then notwithstanding the other provisions of this Agreement, the Limited Partners Members shall no longer have such right, or shall not be entitled to exercise such right in the instant case, as the case may be.