Common use of Side Letters Clause in Contracts

Side Letters. Notwithstanding any provisions of this Agreement (including Section 16.2 hereof) or of any Subscription Agreement to the contrary, it is hereby acknowledged and agreed that the Partnership, and the General Partner on its own behalf or on behalf of the Partnership, may, without the approval of any Limited Partner, enter into a side letter or similar agreement (each, a “Side Letter”) with, or deliver a Side Letter to, an existing or prospective Limited Partner who becomes a Limited Partner (a “Side Letter Partner”) which has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or of a Subscription Agreement between such Side Letter Partner and the Partnership. The parties hereto agree that any terms contained in a Side Letter shall govern with respect to such Side Letter Partner notwithstanding the provisions of this Agreement or of any Subscription Agreement.

Appears in 3 contracts

Samples: Partnership Agreement, Development Agreement (Thomas Properties Group Inc), Limited Partnership Agreement (Thomas Properties Group Inc)

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Side Letters. Notwithstanding any the other provisions of this Agreement (Agreement, including Section 16.2 hereof) 9.2, or of any Subscription Agreement to the contrarysubscription agreement and/or subscription documents, it is hereby acknowledged and agreed that the PartnershipGeneral Partner, and the General Partner on its own behalf or and/or on behalf of the Partnership, may, Partnership and without the approval of any Limited PartnerPartner or any other Person, may enter into a separate side letter or similar agreement (each, to or with a “Side Letter”) with, or deliver a Side Letter to, an existing Limited Partner or prospective Limited Partner who becomes a Limited Partner (a “Side Letter Partner”) which that has the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or and/or of a Subscription Agreement between such Side Letter Partner and the Partnershipany subscription agreement and/or subscription documents. The parties hereto agree that any terms contained in a Side Letter separate side letter or similar agreement to or with a Limited Partner or prospective Limited Partner shall govern with respect to such Side Letter Limited Partner or prospective Limited Partner notwithstanding the provisions of this Agreement or and/or of any Subscription Agreementsubscription agreement and/or subscription documents.

Appears in 1 contract

Samples: Limited Partnership Agreement

Side Letters. Notwithstanding any provisions other provision of this Agreement (including Section 16.2 hereof) or of any Subscription Agreement, in addition to this Agreement to and any such Subscription Agreements, the contrary, it is Limited Partners hereby acknowledged acknowledge and agreed agree that the PartnershipGeneral Partner, and the General Partner on its own behalf or on behalf of the Partnership, may, without the approval of any Limited Partner, may enter into a side letter letters or similar agreement other written agreements (each, a “Side Letter”) with, or deliver a Side Letter to, an existing or prospective with any Limited Partner who becomes a without the consent of any Person, including any other Limited Partner (a “Side Letter Partner”) which , that has the effect of establishing rights under, or altering or supplementing the terms of, of this Agreement or and of a any such Subscription Agreement between Agreement, in each case, with respect to the Limited Partner entering the Side Letter. The Limited Partners hereby further agree that the terms of any such Side Letter or other agreement to or with a Limited Partner and the Partnership. The parties hereto agree that any terms contained in a Side Letter shall govern with respect to such Side Letter Limited Partner notwithstanding the provisions of this Agreement or any of any such Subscription AgreementAgreements.

Appears in 1 contract

Samples: Limited Partnership Agreement

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Side Letters. Notwithstanding any provisions other provision of this Agreement (Agreement, including Section 16.2 hereof) or of any Subscription Agreement to 13.01, the contrary, it is hereby acknowledged and agreed parties hereto acknowledge that the Partnership, and Partnership or the General Partner Partner, on its own behalf or on behalf of the Partnership, maywithout any further act, without the approval or vote of any Limited Partner, may enter into a side letter Side Letters to or similar agreement (each, a “Side Letter”) with, or deliver a Side Letter to, an existing or prospective with certain Limited Partner who becomes a Limited Partner (a “Side Letter Partner”) Partners which has have the effect of establishing rights under, or altering or supplementing the terms of, this Agreement or of a Subscription Agreement between such subscription agreements with the Limited Partners, provided that no Side Letter with a Limited Partner and shall impair the Partnershiprights expressly granted to any other Limited Partner under this Agreement. The parties hereto agree that any rights established, or any terms contained of this Agreement or subscription agreements with the Limited Partners altered or supplemented, in a Side Letter to or with any Limited Partner shall govern with respect to such Side Letter Limited Partner notwithstanding the provisions any other provision of this Agreement or of any Subscription Agreementsubscription agreements with the Limited Partners.

Appears in 1 contract

Samples: Greenhill & Co Inc

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