Restrictions on General Partner Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written consent of Limited Partners holding a majority of the Percentage Interests held by Limited Partners, or such other percentage of the Limited Partners as may be specifically provided for under a provision of this Agreement.
Restrictions on General Partner Authority. A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of a Majority in Interest of the Outside Limited Partners or such other percentage of the Limited Partners as may be specifically provided for under a provision of this Agreement and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or and other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage loan or other agreement that expressly prohibits or restricts (a) the General Partner or the Partnership from performing its specific obligations under Section 8.5 hereof in full or (b) a Limited Partner from exercising its rights under Section 8.5 hereof to effect a redemption in full, except, in either case, with the written consent of such Limited Partner affected by the prohibition or restriction.
Restrictions on General Partner Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected thereby or (ii) such lower percentage of the Limited Partnership Interests as may be specifically provided for under a provision of this Agreement or the Act. Nothing contained herein shall impose any obligation on any Person doing business with the Partnership to inquire as to whether or not the General Partner has properly exercised its authority in executing any contract, lease, mortgage, deed or any other instrument or document on behalf of the Partnership, and any such Person shall be fully protected in relying upon the implied authority of the General Partner in its capacity as such.
Restrictions on General Partner Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written consent of Limited Partners holding a majority of the Percentage Interests held by Limited Partners, or such other percentage of the Limited Partners as may be specifically provided for under a provision of this Agreement. To the extent this Agreement requires the approval or direction of the Board of Directors, such approval or direction shall require the affirmative vote of a majority of the Board of Directors and shall include at least one member of the Board of Directors appointed by the Adviser or such other approval standard of the Board of Direction as may be specifically provided for under a provision of this Agreement.
Restrictions on General Partner Authority. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of (i) all Partners adversely affected thereby or (ii) such lower percentage of the Limited Partnership Interests as may be specifically provided for under a provision of this Agreement or the Act. Nothing contained herein shall impose any obligation on any Person doing business with the Partnership to inquire as to whether or not the General Partner has properly exercised its authority in executing any contract, lease, mortgage, deed or any other instrument or document on behalf of the Partnership, and any such Person shall be fully protected in relying upon the implied authority of the General Partner in its capacity as such. Notwithstanding any provision to the contrary, this Agreement shall not be amended, and no action may be taken by the General Partner without the consent of each Partner adversely affected thereby, if such amendment or action would (i) convert a Limited Partnership Interest in the Partnership into a General Partnership Interest (except as a result of the General Partner acquiring such Partnership Interest), (ii) modify the limited liability of a Limited Partner, (iii) alter the rights of any Partner to receive the distributions to which such Partner is entitled pursuant to Article V or Section 13.2 hereof, or alter the allocations specified in Article VI hereof (except, in any case, as permitted pursuant to Section 4.2, Section 7.2, and Article VI hereof), (iv) alter or modify the Redemption Rights, Cash Amount or Shares Amount as set forth in Section 8.5 hereof, or amend or modify any related definitions, (v) alter or modify Section 11.2, and (vi) amend this Section 7.3. Notwithstanding the foregoing, the General Partner will have the right, without the consent of the Limited Partners, to amend the Agreement as may be required to facilitate or implement any of the following purposes:
Restrictions on General Partner Authority. The General Partner may not sell, exchange, transfer or otherwise dispose of all or substantially all of the Partnership's assets in a single transaction or a series of related transactions (including by way of merger, consolidation or other combination with any other Person) without the Consent of Partners holding 50% or more of the Common Partnership Units and compliance with the other provisions hereof.
Restrictions on General Partner Authority. 8 SECTION 5.4. OUTSIDE ACTIVITIES OF THE GENERAL PARTNER AND MERRY LAND.......................................8 SECTION 5.5. CONTRACTS WITH AFFILIATES........................8 SECTION 5.6. INDEMNIFICATION..................................8 SECTION 5.7. LIABILITY OF THE GENERAL PARTNER................10 SECTION 5.8. RELIANCE BY THIRD PARTIES.......................10
Restrictions on General Partner Authority. A. Exhibit E hereto sets forth a Tax Protection Agreement that is designed to indemnify certain Persons for taxes and related amounts in the event of certain actions taken by, or with respect to, the Partnership within the periods specified therein. Nothing herein is intended to alter or modify the terms of the Tax Protection Agreement.
Restrictions on General Partner Authority. 32 Section 7.4 REIMBURSEMENT OF THE GENERAL PARTNER..................... 33 Section 7.5 CONTRACTS WITH AFFILIATES................................ 33 Section 7.6 INDEMNIFICATION.......................................... 34 Section 7.7 LIABILITY OF THE GENERAL PARTNER......................... 35 Section 7.8 OTHER MATTERS CONCERNING THE GENERAL PARTNER............. 36 Section 7.9 TITLE TO PARTNERSHIP ASSETS.............................. 37 Section 7.10 RELIANCE BY THIRD PARTIES................................ 37 Section 7.11 GENERAL PARTNER'S CAPITAL CONTRIBUTION TO FUND THE CONTRIBUTORS' PRORATIONS AND OTHER EXPENSES UNDER THE CONTRIBUTION AGREEMENTS........................ 38 ARTICLE 8
Restrictions on General Partner Authority. A. Except as provided in Article 11 or 13 hereof or to the extent that the transaction is treated as a wholly tax-free exchange with no boot under Code Section 1031, the General Partner shall not, prior to September 12, 2009, (i) cause or permit the Partnership to engage in a sale, exchange or other disposition with respect to any Contributed Properties or any interest therein (including by way of taxable merger, consolidation or other combination with any other Person), except as a result of a casualty loss, title loss or exercise of eminent domain, (ii) cause or permit a tax termination of the Partnership within the meaning of Section 708(b)(1)(B) of the Code; or (iii) subject to the terms of this Section below, fail to maintain Partnership debt of at least the following (the "Minimum Debt Amount"): (a) $8,000,000 less (b) the sum of (x) the amount that, at the time in question, would have been retired on the indebtedness of TCR #510 Kellxx Xxxited Partnership to The Prudential Insurance Company of America described in the Contribution Agreement for Gallery Place Apartments (the "Prudential Debt") as a result of regularly scheduled principal payments that would have been required to be made on the Prudential Debt after the date the Contributed Property subject to the Prudential Debt was transferred to the Partnership and on or before the time in question, (y) the amount of any reduction in the negative capital accounts of the Limited Partners and Assignees and (z) the reduction in the amount of Partnership indebtedness guaranteed by the Limited Partners and Assignee other than as described in item (x) above. The Initial Limited Partners who receive Limited Partner Interests in connection with the contribution of Gallery Place Apartments agree that, simultaneously with the transfer to the Partnership of the
