Amendment of Partnership Agreement Meetings. (a) Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.
Amendment of Partnership Agreement Meetings. 13.1 Amendment to be Adopted Solely by General Partner Each Partner agrees that the General Partner, without the approval of any Partner or Assignee, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:
Amendment of Partnership Agreement Meetings. 32 12.1 Amendments............................................................................32
Amendment of Partnership Agreement Meetings. 50 Section 14.1 Amendments . . . . . . . . . . . . . . . . 50 Section 14.2 Meetings of the Partners . . . . . . . . . 51
Amendment of Partnership Agreement Meetings. Section 14.1. Amendments Section 14.2. Meetings of the Partners and Action by Written Consent
Amendment of Partnership Agreement Meetings. 65 Section 14.1 Procedures for Actions and Consents of Partners 65 Section 14.2 Amendments 65 Section 14.3 Meetings of the Partners 67 ARTICLE 15 - GENERAL PROVISIONS 68 Section 15.1 Addresses and Notice 68 Section 15.2 Titles and Captions 69 Section 15.3 Pronouns and Plurals. 69 Section 15.4 Further Action 69 Section 15.5 Binding Effect 69 Section 15.6 No Third-Party Rights Created Hereby 69 Section 15.7 Waiver 69 Section 15.8 Counterparts 70 Section 15.9 Applicable Law; Waiver of Jury Trial 70 Section 15.10 Invalidity of Provisions 71 Section 15.11 No Rights as Stockholders 71 Section 15.12 Entire Agreement 71 EXHIBITS Exhibit A - Partners Contributions and Partnership Interests Exhibit B - Notice of Redemption Exhibit C - LTIP Units AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DIAMONDROCK HOSPITALITY LIMITED PARTNERSHIP, dated as of August 28, 2018, is entered into by and among DiamondRock Hospitality Company, a Maryland corporation (the “Company”), as the General Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
Amendment of Partnership Agreement Meetings. Section 14.1. Amendments A. Amendments to this Agreement may be proposed by the General Partner or by any Limited Partners holding twenty percent (20%) or more of the Partnership Interests (not including any interest on account of the Preferred Units). Following such proposal, the General Partner shall submit any proposed amendment to the Limited Partners. The General Partner shall seek the written vote of the Partners on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. For purposes of obtaining a written vote, the General Partner may require a response within a reasonable specified time, but not less than fifteen (15) days, and failure to respond in such time period shall constitute a vote which is consistent with the General Partner's recommendation with respect to the proposal. Except as provided in Section 7.3.A, 7.3.B, 13.1.C, 14.1.B, 14.1.C or 14.1.D, a proposed amendment shall be adopted and be effective as an amendment hereto if it is approved by the General Partner and it receives the Consent of Partners holding a majority of the Percentage Interests of the Limited Partners (including Limited Partner Interests held by the General Partner and the Gables Trust, but not including any interest on account of the Preferred Units). B. Notwithstanding Section 14.1.A, the General Partner shall have the power, without the consent of the Limited Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement; (3) to set forth the designations, rights, powers, duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Section 4.2.A hereof; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; and (5) to satisfy any requiremen...
Amendment of Partnership Agreement Meetings. Section 14.1 Amendments 69 Section 14.2 Meetings of the Partners 72 ARTICLE XV GENERAL PROVISIONS Section 15.1 Addresses and Notice 73 Section 15.2 Titles and Captions 73 Section 15.3 Pronouns and Plurals 73 Section 15.4 Further Action 73 Section 15.5 Binding Effect 73 Section 15.6 Creditors; Other Third Parties 74 Section 15.7 Waiver 74 Section 15.8 Counterparts 74 Section 15.9 Applicable law; Consent To Jurisdiction; Jury Trial 75 Section 15.10 Invalidity of Provisions 75 Section 15.11 Entire Agreement 75 Section 15.12 No Rights as Shareholders 76 Section 15.13 Limitation to Preserve REIT Status 76 Section 15.14 Investment Representations. 77 Section 15.15 Trust Provision 77 Section 15.16 Partners Not Agents 77 EXHIBIT A PARTNERS AND PARTNERSHIP INTERESTS EXHIBIT B CAPITAL ACCOUNT MAINTENANCE EXHIBIT C SPECIAL ALLOCATION RULES EXHIBIT D NOTICE OF REDEMPTION EXHIBIT E DESIGNATION OF THE PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DISTRIBUTIONS, QUALIFICATIONS AND TERMS AND CONDITIONS OF REDEMPTION OF THE LTIP UNITS LIMITED PARTNERSHIP AGREEMENT OF CLIPPER REALTY L.P. THIS LIMITED PARTNERSHIP AGREEMENT OF Clipper Realty L.P. (this “Agreement”), dated as of August 3, 2015, is entered into by and among Clipper Realty Inc., a Maryland corporation (the “General Partner”), as the general partner of the Partnership, and the General Partner on behalf of and as attorney-in-fact for each of the persons identified on Exhibit A hereof as a Limited Partner in the Partnership, together with any other Persons who become Partners in the Partnership as provided herein. In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Amendment of Partnership Agreement Meetings. 19 SECTION 12.1. AMENDMENTS.....................................19 SECTION 12.2. MEETINGS OF THE PARTNERS.......................20
Amendment of Partnership Agreement Meetings
