RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 44. Section 8.1 Limitation of Liability 44 Section 8.2 Management of Business 45 Section 8.3 Outside Activities of Limited Partners 45 Section 8.4 Rights of Limited Partners Relating to the Partnership 45 Section 8.5 Redemption Right 46 ARTICLE 9 - BOOKS, RECORDS, ACCOUNTING AND REPORTS 49 Section 9.1 Records and Accounting 49 Section 9.2 Taxable Year and Fiscal Year 49 Section 9.3 Reports 49
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 44. 11.1 Limitation of Liability 44 11.2 Management of Partnership Affairs 44 11.3 Outside Activities 45
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS 44. 11.1 Limitation of Liability 44 11.2 Management of Partnership Affairs 44 11.3 Outside Activities 45 ARTICLE 12 BOOKS, RECORDS, ACCOUNTING AND REPORTS 45 12.1 Books, Records and Accounting 45 12.2 Fiscal Year 45 ARTICLE 13 TAX MATTERS 45 13.1 Tax Information 45 13.2 Preparation of Tax Returns 46 13.3 Tax Elections 46 13.4 Tax Controversies 46 13.5 Withholding 46 13.6 Election to be Treated as a Corporation 47 13.7 U.S. Tax Classification of the Partnership 47 ARTICLE 14 CERTIFICATES; RECORD HOLDERS; TRANSFERS OF PARTNERSHIP INTERESTS 47 14.1 Certificates 47 14.2 Mutilated, Destroyed, Lost or Stolen Certificates 47 14.3 Record Holder 48 14.4 Transfer Generally 49 14.5 Registration and Transfer of Units 49 14.6 Transfer by a General Partner 50 14.7 Restrictions on Transfers 50 ARTICLE 15 ADMISSION OF ADDITIONAL OR SUCCESSOR PARTNERS 51 15.1 Admission of Additional Limited Partners 51 15.2 Admission of Successor General Partner 52 ARTICLE 16 WITHDRAWAL OF PARTNERS 52 16.1 Withdrawal of General Partners 52 16.2 Interest of Departing Managing General Partner and Successor Managing General Partner 53 16.3 Withdrawal of Limited Partners 54 ARTICLE 17 TERMINATION OF THE PARTNERSHIP 54 17.1 Dissolution 54 17.2 Events that Do not Result in Dissolution 55 17.3 Reconstitution of Partnership 55 17.4 Liquidation 55 17.5 Distributions in Kind 58 17.6 Cancellation of Certificate of Limited Partnership 59 17.7 Reasonable Time for Winding Up 59 TABLE OF CONTENTS (continued) Page 17.8 Return of Capital 59 17.9 No Capital Account Restoration 59 17.10 Waiver of Partition 59 ARTICLE 18 AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE 59 18.1 Amendment to be Adopted Solely by Managing General Partner 59 18.2 Amendment Procedures 61 18.3 Amendment Requirements 62 18.4 Meetings 63 18.5 Notice of Meeting 63 18.6 Record Date 63 18.7 Adjournment 64 18.8 Quorum 64 18.9 Conduct of Meeting 64 18.10 Action Without a Meeting 65 18.11 Voting and Other Rights 65 ARTICLE 19 MERGER 66 19.1 Authority 66 19.2 Procedure for Merger, Consolidation or Other Combination 66 19.3 Approval by Partners of Merger or Consolidation 67 19.4 No Dissenters’ Rights 68 19.5 Effect of Merger 68 ARTICLE 20 GENERAL PROVISIONS 68 20.1 Enurement 68 20.2 Notices 68 20.3 Further Assurances 70 20.4 Counterparts 70 SCHEDULE A A-1 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD INFRASTRUCTURE L.P. THIS AGREEMENT is made as of the 16th day of February, 2018 among BROOKFIELD INFRASTRUCTURE PARTNER...
