Limited Partner Consent. Notwithstanding the provisions of this Agreement relating to the rights of Limited Partners, the Individual General Partners shall be required to call a meeting of Limited Partners for the purpose of seeking Limited Partner consent of existing General Partners and existing independent certified public accountants only once every three years. In those years in which such meeting is not held and no Limited Partner consent is sought, Limited Partners shall continue to have the right to approve and elect existing General Partners and approve existing independent certified public accountants only by means of a special meeting of the Partners as described in Section 14.05 or by means of the procedure for action without a meeting as described in Section 14.06.
Limited Partner Consent. With respect to matters requiring by the terms of this Agreement the consent or approval of the Limited Partners of the Partnership, including any amendments to, or waivers of, the provisions of this Agreement, each of the investors set forth on Schedule 1 (each an “Investor,” and collectively the “Investors”), other than those set forth on Schedule 2, hereby agrees that it shall vote (which term shall include the giving of any written consent or approval) all of its Partnership Units, and all of its Partnership Units shall be deemed to have been voted, in the same proportion and in the same manner as the Partnership Units held and voted by Xxxx X. Xxxxxx, Xx., or, in the event of his death, by his legal representative; provided, however, that with respect to any matter requiring the consent or approval of the Limited Partners that would amend the preferences, rights or privileges of such Investor’s Partnership Units under the provisions of the Partnership Agreement in a materially adverse manner, which amendment would not also similarly affect the other Limited Partners, such Investor’s Partnership Units shall be voted in accordance with such Investor’s direction.
Limited Partner Consent. A majority in interest of the limited partners of the Fund shall have consented to a waiver of the diversification cap of the Fund in connection with the transactions contemplated hereby.
Limited Partner Consent. Limited Partner Consent shall have been received with respect to each of the Partnerships whose Partnership Interests are to be transferred on the applicable Closing Date pursuant to Section 1.2 or 1.3 hereof.
Limited Partner Consent. Buyer acknowledges that it understands that Seller is a limited partnership and that under its Partnership Agreement, the general partner is required to obtain the consent of a majority-in-interest of the limited partners of Seller for the Partnership to proceed with the transaction contemplated by this Agreement. Therefore, all of Seller's obligations under this Agreement are entirely subject to its obtaining the consent of a majority-in-interest of the limited partners of Nankin Associates. Seller shall use its best efforts to obtain such consent within twenty-one (21) days of the full execution and delivery of this Agreement. If Seller is unable to obtain such consent this Agreement shall be deemed canceled in which event the provisions of Section 2.02(a) (i) (cc) shall apply and this Agreement shall be null and void and neither party shall have any further obligations to the other hereunder.
Limited Partner Consent. The AIMCO Parties covenant and agree with Winthrop that, to the extent required pursuant to the terms of the organizational documents of the Partnership, they shall seek the consent of the limited partners of the Partnership for which consent is required to consummate the transactions contemplated hereby (the "Limited Partner Consent"). The AIMCO Parties shall prepare all such documentation necessary to seek the Limited Partner Consent (the "Solicitation Documents") and such Solicitation Documents shall comply with all applicable laws, rules and regulations. To the extent necessary, the Solicitation Documents shall be filed with the Securities and Exchange Commission as soon as practicable but not later than 45 days of the date hereof and shall be distributed to the limited partners of the Partnership on the earliest date permitted by Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended. The AIMCO Parties shall, and they shall cause their affiliates to, vote all units of limited partnership interest held by the AIMCO Parties and their affiliates in the Partnership in favor of the contribution of the GP Interest as contemplated hereby. The parties shall cause the current general partners of the Partnership to recommend that the limited partners of the Partnership vote in favor of the transfer of the GP Interest and Winthrop shall, and shall cause its affiliates to, vote all units of limited partnership interest held by Winthrop and its affiliates in the Partnership in favor of the transfer of the GP Interest as contemplated hereby. Winthrop covenants and agrees with the AIMCO Parties that it will cooperate in all reasonable respects with AIMCO in seeking the Limited Partner Consent. All costs associated with seeking and obtaining Limited Partner Consent shall be borne by the AIMCO Parties or the Partnership.
Limited Partner Consent. Seller shall have obtained, prior to the expiration of the Inspection Period, the consent of the requisite percentage and/or number of limited partners as set forth in the Limited Partnership Agreement of the Seller to the transaction contemplated by this Agreement. In the event that the Seller does not obtain the consent required herein, Seller shall have the option of (i) terminating this Agreement, or (ii) extending the time for closing hereunder for a period of up to thirty (30) days. If Seller elects to terminate this Agreement, or if Seller elects to extend the time for Closing, but during such extended period, Seller does not obtain the consents required herein, then in either such circumstance, this Agreement shall be cancelled, the Deposit shall be returned to the Buyer, together with Buyer's reasonably documented actual out of pocket expenses incurred in connection with this Agreement subject to the maximum amount set forth in Section 13.6 above, and neither party shall owe any further obligation hereunder to the other.
Limited Partner Consent. AIMCO covenants and agrees with Winthrop that, to the extent required pursuant to the terms of the organizational documents of a Partnership, AIMCO shall seek the consent of the limited partners of each Partnership for which consent is required to consummate the transactions contemplated hereby (the "Limited Partner Consent"). AIMCO shall prepare all such documentation necessary to seek the Limited Partner Consent (the "Solicitation Documents") and such Solicitation Documents shall comply with all applicable laws, rules and regulations. To the extent necessary, the Solicitation Documents shall be forwarded to the limited partners of the applicable Partnership as soon as practicable but not later than 15 days after the date hereof; provided, however, the Solicitation Documents with respect to Springhill Lake Investors Limited Partnership ("Springhill Lake") shall be filed with the Securities and Exchange Commission within 45 days of the date hereof and shall be distributed to the limited partners of Springhill Lake on the earliest date permitted by Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended. AIMCO shall, and it shall cause its affiliates to, vote all units of limited partnership interest held by AIMCO and its affiliates in the Partnerships in favor of the transfer of the Partnership Interests as contemplated
Limited Partner Consent. 57 25. Post-Closing Fund..........................................57 LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Deed Exhibit B Form of Assignment and Assumption of Leases Exhibit C Form of Assignment and Assumption of Existing Documents Exhibit D Form of Audit Letter Exhibit E Form of Post-Closing Escrow Agreement Schedule A Legal Description Schedule B Contracts Schedule C Leases Schedule D Permitted Exceptions Schedule E Exceptions to Representations Schedule F Major Tenants Schedule G Insurance Certificate Schedule H Surviving Agreements
Limited Partner Consent. Limited Partner Consent shall have been received with respect to the Partnership.
