Common use of Amendment without Consent Clause in Contracts

Amendment without Consent. Notwithstanding the foregoing provisions, the General Partner may amend this Agreement, without the consent of the Limited Partners, (i) to make a change that is necessary or desirable to cure any ambiguity or inconsistency and to make changes to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling, regulation or statute of any governmental body that will not be inconsistent with this Agreement, in both cases, subject to the requirement that each Limited Partner not be materially and adversely affected; or (ii) to make changes to prevent the Partnership or the General Partner from, in any manner, being deemed an “investment company” subject to the provisions of the 1940 Act; or (iii) as may be necessary or advisable to comply with the Advisers Act and any anti-money laundering or anti-terrorist laws, rules, regulations, directives or special measures, so long as such amendment under this clause (iii) does not materially adversely affect the interests of the existing Limited Partners; or (iv) to prevent any material and adverse effect to the Partnership or any Limited Partner arising from the application of legal restrictions to any Limited Partner, subject to the requirement that no Limited Partner be materially and adversely affected without its consent; or (v) to reflect changes made in the composition of the Limited Partners and their respective Capital Commitments in accordance with the provisions of this Agreement; or (vi) as may be necessary to make any changes negotiated with additional Limited Partners in connection with their admission to the Partnership as additional Limited Partners pursuant to Section 7.6, so long as such amendment under this clause (vi) of Section 10.7(c) does not materially adversely affect the interests of the existing Limited Partners. Promptly after entering into any amendment pursuant to this Section 10.7(c), the General Partner shall provide the Limited Partners a copy of such amendment.

Appears in 2 contracts

Sources: Limited Partnership Agreement, Limited Partnership Agreement