Amendments by Managing General Partner Sample Clauses

Amendments by Managing General Partner. Notwithstanding any provision of this Agreement to the contrary, the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to this Agreement which are necessary to (i) maintain the status of the Company as a tax partnership under federal and state income tax laws and for other tax purposes; (ii) maintain the Partnership in accordance with the laws of the Commonwealth of Kentucky; (iii) cure any ambiguity or correct or supplement any provision hereof which may be inconsistent with any other provision hereof; or (iv) make, execute and implement any other amendment to this Agreement with respect to administrative matters arising under this Agreement which would not be materially adverse to a Partner's rights and obligations under this Agreement. In all other respects, the Partnership Agreement, as initially adopted effective January 1, 2006, will remain in full force and effect. In order to evidence their understanding of and agreement to all the terms and conditions of this instrument, the parties have signed multiple copies of this Agreement, each one of which, when signed by all the parties, will be considered an original. Date: , 2012 General Partners: /s/ Sxxxxx X. Xxxxxx /s/ Sxxxxx X. Xxxxxx Sxxxxx X. Xxxxxx Co-Trustee of the Jxxx X. Xxxxxx Trust dated July 31, 2006 Sxxxxx X. Xxxxxx, True of the Sxxxxx X. Xxxxxx Revocable Trust dated April 3, 1995 Limited Partners: /s/ Sxxxx Xxxxxx /s/ Mxxxxxx Xxxxxx-Xxxxxx Sxxxx Xxxxxx Mxxxxxx Xxxxxx-Xxxxxx /s/ Axxxxx Xxxxxx-Xxxxxx /s/ Bxxxx Xxxxxx Axxxxx Xxxxxx-Xxxxxx Bxxxx Xxxxxx /s/ Kxxxx Xxxxxx /s/ Exxxx Xxxxxx Kxxxx Xxxxxx Exxxx Xxxxxx Axxxxx Xxxxxx Trust, dated December 27, 1989 Axxxxx Xxxxxx-Xxxxxx Trust of 2011, dated August 1, 2011 Mxxxxxx Xxxxxx Trust, dated December 27, 1989 Mxxxxxx Xxxxxx-Xxxxxx Trust of 2011, dated August 1, 2011 Kxxxx Xxxxxx Trust, dated December 27, 1989 Kxxxx Xxxxxx Trust of 2011, dated August 1, 2011 Bxxxx Xxxxxx Trust, dated January 2, 1992 Bxxxx Xxxxxx Trust of 2011, dated August 1, 2011 Exxxx Xxxxxx Trust, dated June 1, 1992 Exxxx Xxxxxx Trust of 2011, dated August 1, 2011 Sxxxxx X. Xxxxxx Revocable Trust dated April 3, 1995 Bxxxxxx Xxxxxx Revocable Trust dated February 5, 2012 By: /s/ Sxxxxx X. Xxxxxx Sxxxxx X. Xxxxxx Trustee Jxxx X. Xxxxxx Revocable Trust dated March 9, 2012 By: /s/ Jxxx X. Xxxxxx Jxxx X. Xxxxxx, Trustee Sxxxxxx Xxxxxx Irrevocable Trust dated January 13, 2004 Republic Bank & Trust Company, Trustee By: /s/ Jxx Xxxxxx Title: ...
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Amendments by Managing General Partner. Notwithstanding any provision of this Agreement to the contrary, the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to this Agreement which are necessary to (i) maintain the status of the Company as a tax partnership under federal and state income tax laws and for other tax purposes; (ii) maintain the Partnership in accordance with the laws of the Commonwealth of Kentucky; (iii) cure any ambiguity or correct or supplement any provision hereof which may be inconsistent with any other provision hereof; or (iv) make, execute and implement any other amendment to this Agreement with respect to administrative matters arising under this Agreement which would not be materially adverse to a Partner's rights and obligations under this Agreement. In all other respects, the Partnership Agreement, as initially adopted effective January 1, 2006, will remain in full force and effect. In order to evidence their understanding of and agreement to all the terms and conditions of this instrument, the parties have signed multiple copies of this Agreement, each one of which, when signed by all the parties, will be considered an original. Date:
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Amendments by Managing General Partner. Notwithstanding Section 15.1, this Agreement may be amended from time to time by the Managing General Partner as permitted by Section 2.9 and also to cure any ambiguity or correct or supplement any provisions of this Agreement that may be inconsistent with any other provisions of this Agreement, or correct any printing or clerical errors or omissions; PROVIDED, that, such amendment is not adverse to the interest of any Partner.
Sample 1
Amendments by Managing General Partner. Notwithstanding any provision of this Agreement to the contrary, the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to this Agreement which are necessary to (i) maintain the status of the Company as a tax partnership under federal and state income tax laws and for other tax purposes; (ii) maintain the Partnership in accordance with the laws of the Commonwealth of Kentucky; (iii) cure any ambiguity or correct or supplement any provision hereof which may be inconsistent with any other provision hereof; or (iv) make, execute and implement any other amendment to this Agreement with respect to administrative matters arising under this Agreement which would not be materially adverse to a Partner’s rights and obligations under this Agreement. In all other respects, the Partnership Agreement, as initially adopted effective January 1, 2006, will remain in full force and effect. In order to evidence their understanding of and agreement to all the terms and conditions of this instrument, the parties have signed multiple copies of this Agreement, each one of which, when signed by all the parties, will be considered an original. Date: 11/10, 2012 General Partners: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx, Co-Trustee of the Xxxx Xxxxxx X. Xxxxxx, Trustee of the Xxxxxx X.
Sample 1

Related to Amendments by Managing General Partner

  • Removal of General Partner (a) The Special Limited Partner or the Limited Partner, or both of them, may remove the General Partner for cause if such General Partner, its officers or directors, if applicable, has:

  • Amendments to Partnership Agreement Amendments to the Partnership Agreement, including the admission of new Partners to the Partnership, shall require the consent of all the Partners.

  • Duties of General Partner The General Partner agrees that it shall at all times:

  • Amendment of Partnership Agreement Meetings Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.10(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Amendments to this Sub-Advisory Agreement This Sub-Advisory Agreement may be amended only by a written instrument approved in writing by all parties hereto.

  • Powers of General Partner Notwithstanding any provision of this Agreement to the contrary, the General Partner’s discretion and authority are subject to the limitations imposed by law, and by the General Partner’s Articles of Organization and operating agreement. Subject to the foregoing and to other limitations imposed by this Agreement, the General Partner shall have full, complete and exclusive discretion to manage and control the business and affairs of the Partnership and make all decisions affecting the business and assets of the Partnership. Without limiting the generality of the foregoing (but subject to the restrictions specifically contained in this Agreement), the General Partner shall have the power and authority to take the following actions on behalf of the Partnership:

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx.

  • Outside Activities of Limited Partners Subject to any agreements entered into by a Limited Partner or its Affiliates with the General Partner, Partnership or a Subsidiary, any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or stockholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership or that are enhanced by the activities of the Partnership. Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee. Subject to such agreements, none of the Limited Partners nor any other Person shall have any rights by virtue of this Agreement or the partnership relationship established hereby in any business ventures of any other Person, other than the Limited Partners benefiting from the business conducted by the General Partner, and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

  • Reimbursement of General Partner (a) Except as provided in this Section 6.5 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

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