Common use of Special Resolutions Clause in Contracts

Special Resolutions. (a) In addition to all other powers conferred on them by, and except as otherwise provided in, this Agreement, the Limited Partners may in the manner stated in Section 15.8(b): (i) remove Woodfine Professional Centres Inc. as the General Partner and appoint a new general partner as the General Partner, as provided in Section 18.3; (ii) remove a General Partner other than Woodfine Professional Centres Inc. and appoint a successor, as provided in Section 18.3; (iii) waive any default on the part of the General Partner on such terms as they may determine and release the General Partner from any claims in respect thereof; (iv) authorize the sale, lease, transfer or other disposition of all or substantially all of the assets of the Partnership, other than sales of assets pursuant to the Business or a Final Sale; (v) amend this Agreement as provided in Article 16 hereof; (vi) approve amendments to the Business of the Partnership as set out in Section 2.4; (vii) amend or cancel any previously passed Special Resolution; and (viii) approve any transaction proposed to be made outside the normal course of Business. (b) The powers exercisable by the Limited Partners under Section 15.8(a) are exercisable by the adoption of a Special Resolution, and not otherwise. The Limited Partners may by adoption of a subsequent Special Resolution, amend or repeal a Special Resolution that has previously been passed. (c) The General Partner then holding the position of General Partner, and its affiliates, are not entitled to vote on a Special Resolution dealing with a matter described in Sections 15.8(a)(i), (ii), or (iii), however a General Partner who has ceased to hold the position of General Partner, and its affiliates, are not restricted by this Section 15.8(c) from voting on any such matter affecting a subsequently appointed General Partner. (d) Subject to Section 15.8(c), a Limited Partner is entitled to vote Units owned by it on resolutions relating to matters in which the Limited Partner has an interest.