Common use of Restrictions on General Partner Authority Clause in Contracts

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.