any vote sought by the General Partner ... requiring the the approval

AlwaysLearner

Senior Member
Chinese
Hello,

Again this is from a Limited Partnership Agreement in my hand related to a project in USA.

Each Limited Partner further agrees that for purposes of any vote sought by the General Partner pursuant to any provision of this Agreement requiring the approval of the Limited Partners (whether pursuant to an amendment or otherwise), in calculating the percentage required for such approval, the numerator and denominator will exclude the Percentage Interest of any Limited Partner who does not indicate approval or disapproval of any matter presented for its approval within such time period as may be specified by the General Partner (which time period in any event will not be less than 10 Business Days), and such Limited Partner will be deemed for purposes of this Agreement to have not indicated any approval or disapproval of such matter.

Firstly, I am not sure whether "requiring the approval ..." modifies "any provision of this Agreement" or "the General Partner" or "any vote".
Besides, I do not have a clear concept of "any vote sought by somebody". Does it mean that this somebody demand this vote? Or he launched this vote? The phrase "seek vote" is unfamiliar to me.

Thank you in advance!
 
  • PaulQ

    Banned
    UK
    English - England
    Each Limited Partner further agrees that if a General Partner wants a vote on anything that needs the Limited Partners’ agreement (whether the vote is about an amendment or not)

    Does that help?
     

    AlwaysLearner

    Senior Member
    Chinese
    I am not sure (whether pursuant to an amendment or otherwise) should be understood as "whether the vote is about an amendment or otherwise"? For, usually, the bracket is placed right behind the part (usually a noun phrase closest to it) it modifies. (Here, it is placed before "approval of the Limited Partners")
    Besides, "pursuant to" means "in accordance to".
     

    Barque

    Senior Member
    Tamil
    "requiring the approval" modifies "(pursuant to) any provision of this Agreement
    "Requiring the approval" is in relation to the subject of the vote (pursuant to any provision). The approval can't be in relation to a provision of the agreement because the provisions of the agreement would already have been recorded.

    Each Limited Partner further agrees that if a General Partner wants a vote on anything that needs the Limited Partners’ agreement (whether the vote is about an amendment or not)
    It says "whether pursuant to an amendment or otherwise" which refers to whether the vote is required as a result of an amendment or otherwise. It doesn't refer to whether the vote is about an amendment or not.

    Besides, "pursuant to" means "in accordance to".
    Besides, "pursuant to" means "in accordance to". -> No it does not.
    "Pursuant to any provision" means "as set out in any provision" or "as provided for by any provision".

    If the general partner seeks a vote under any provision of the agreement, and where such vote requires the approval of the limited partners, and whether the vote is pursuant to an amendment or otherwise, the percentage required for such approval will be calculated.... (as set out in the rest of the paragraph).
     
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