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15.2. Exculpation and Indemnification. The doing of
any act or the failure to do any act by the General Partner
shall not subject the General Partner to any liability to
the Partnership or the Partners, except for gross negligence
or willful malfeasance. The Partnership shall indemnify the
General Partner against losses sustained in connection with
the Partnership, provided that the losses were not the
result of gross negligence, self-dealing or willful
malfeasance on the part of the General Partner.
* * * * * * *
16.5. Amendments. Amendments to this Agreement may be
proposed by the General Partner or Limited Partners with a
Limited Partnership Percentage in excess of 50%.
* * * * * * *
16.5.2. In addition to any amendments otherwise
authorized herein, the General Partner may, without
obtaining the consent of the Limited Partners, amend this
Agreement from time to time:
(a) To add to the representations, duties or
obligations of the General Partner or its
affiliates or surrender any right or power granted
to the General Partner or its affiliates herein,
for the benefit of the Limited Partners; and
(b) To cure any ambiguity, to correct or
supplement any provision herein * * * which may be
inconsistent with any other provision herein, or
to make any other provisions with respect to
matters or questions arising under this Agreement
* * * as the case may be, which will not be
inconsistent with the provisions of this Agreement
* * *, provided that the Partnership receives a
written opinion of independent counsel that such
amendment does not adversely [a]ffect the
interests of the Limited Partners.
* * * * * * *
(e) Upon advice of counsel that the operations of
the Partnership are in violation of law, to cause
this Agreement to comply with law; provided,
however, such amendments shall not alter
materially the economic objectives of the
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