Activity of General Partner Sample Clauses

Activity of General Partner. The General Partner may engage in other business activities and shall not be required to refrain from any other activity or disgorge any profits from any such activity, whether as general partner of additional partnerships for investment in commodity futures contracts or otherwise. The General Partner, on behalf of the Partnership, may engage and compensate from funds of the Partnership such persons, firms or corporations, including any affiliated person or entity or any other person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership.
AutoNDA by SimpleDocs
Activity of General Partner. The General Partner hereby --------------------------- agrees to use its reasonable efforts in connection with the purposes and objects of the Partnership and shall devote to such purposes and objects such time and activity during normal business days and hours as may be reasonably necessary, in its reasonable discretion, for the management of the affairs of the Partnership; provided, however, that nothing contained in this Section 2.04 -------- ------- shall preclude the General Partner from acting as a director, officer, agent or employee of any corporation, a partner of any partnership, an investment counselor or advisor to any person, firm, corporation or other entity, a trustee of any trust, an executor or administrator of any estate, or an administrative official of any other business entity, or from participating in profits derived from the investments of any such corporation, trust, estate, partnership or other business entity or person. The General Partner may engage or possess an interest in other business ventures of every nature and description, independently or with others, including, without limitation, performing the same or similar services as contemplated by this Agreement with or for other entities, and neither the Partnership nor any of the other Partners shall have any right by virtue of this Agreement in and to such other ventures or to the income or property derived therefrom. In carrying out its duties, the General Partner may appoint, engage or retain persons to serve as officers or managers of the Partnership or as a Partnership Functionary and to delegate to such persons such of its duties as the General Partner may determine in its reasonable discretion.
Activity of General Partner. The General Partner and its principals, members, officers, directors, employees or other agents (collectively “Affiliates”) shall devote so much of their time to the investment activities of the Partnership as the General Partner deems reasonable under the circumstances. Nothing contained herein shall be deemed to preclude the General Partner and/or Affiliates from engaging directly or indirectly in any other activities, for its or their own accounts. No Partner shall, by reason of being a Partner in the Partnership, have any right to participate in any manner in any profits or income earned or derived by or accruing to the General Partner or Affiliates from the conduct of any activities other than the activities of the Partnership or from any transaction in Securities effected by the General Partner and/or Affiliates for any account other than that of the Partnership.
Activity of General Partner. The General Partner shall not be --------------------------- required to manage the Partnership as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Partnership. Neither the Partnership nor any Partner shall have any right by virtue of this Agreement or the partnership relationship created hereby in or to such other ventures or activities or to the income or proceeds derived therefrom, and the pursuit of such ventures and activities, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper.
Activity of General Partner. The General Partner hereby agrees to use his best efforts in connection with the purposes and objects of the Partnership and shall diligently and faithfully devote to such purposes and objects his time and activity during normal business days and hours as he in his discretion shall deem necessary for monitoring its investment portfolio and making all of its investment decisions; provided, however, that nothing contained in this Section shall preclude the General Partner from acting (consistent, however, with the foregoing) as a director, officer, employee, trustee, executor or other official of any Person; or from participating in profits derived from the investments of or in any Person; or from engaging in any other activity or having interests in any other activity even if in direct competition with the Partnership and its purposes. The Partners acknowledge that there can be no assurance that the purchase and sale of investments will be made on a best price and best execution basis. It is expected that various research services will be provided to the Partnership by or for broker-dealers in exchange for order flow. The Partnership may pay brokerage commissions in excess of the lowest rates available to brokers who execute transactions for the account of the Partnership or who otherwise provide brokerage and research services utilized by the General Partner, provided that the General Partner determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the General Partner's overall responsibilities with respect to accounts as to which the General Partner exercises investment discretion. The General Partner and his Affiliates may provide services to the Partnership, provided that any services provided by any Affiliate of the General Partner are services that the General Partner believes, at the time of requesting such services, to be in the best interests of the Partnership. The General Partner and his Affiliates shall not, however, participate in discounts, commissions or other similar fees earned by Persons effecting transactions in Securities and Contracts for the account of the Partnership.
Activity of General Partner. The General Partner hereby agrees to use his best efforts in connection with the purposes and objects of the Partnership and shall diligently and faithfully devote to such purposes and objects his time and activity during normal business days and hours as he in his discretion shall deem necessary for the management of the affairs of the Partnership, provided however, that nothing contained in this Section 2.04 shall preclude the General Partner from acting, consistent, however, with the foregoing and with Section 1.05 (a), as a director, officer or employee of any corporation, a trustee of any trust, or an executor or administrative official of any other business entity; or from participating in profits derived from the investments of any such corporation, trust estate, partnership or other business entity or person; or from engaging in any other business or having other business interests.
Activity of General Partner. Each General Partner hereby agrees to use his best efforts in connection with the purposes and objects of the Partnership and shall diligently and faithfully devote to such purposes and objects his time and activity during normal business days and hours as each General Partner in his discretion shall deem necessary for the management of the affairs of the Partnership; provided, however, that nothing contained in this Section 3.3 shall preclude a General Partner from acting, consistent, however, with the foregoing, as a director, officer or employee of any corporation, a trustee of any trust, or an executor or administrative official of any other business entity; or from participating in profits derived from the investments of any such corporation, trust, estate, partnership or other business entity or person; or from engaging in any other business or having other business interests. The General Partner and its Affiliates shall not participate in brokerage fees earned by persons through which the Partnership transacts securities trades.
AutoNDA by SimpleDocs

Related to Activity of General Partner

  • Liability of General Partner The General Partner is not liable, responsible, or accountable in damages or otherwise to the Limited Partner or the Partnership for any act performed by the General Partner in good faith and within the scope of this Agreement. The General Partner is liable to the Limited Partner only for conduct that involves gross negligence, bad faith, or fraud.

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

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to:

  • 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:

  • 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.

  • 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.

  • Transfer of General Partner’s Partnership Interest A. Except in connection with a Termination Transaction permitted under Section 11.2.B, the General Partner shall not withdraw from the Partnership and shall not transfer all or any portion of its interest in the Partnership (whether by sale, statutory merger or consolidation, liquidation or otherwise), other than to an Affiliate, without the Consent of the Limited Partners, which may be given or withheld by each Limited Partner in its sole and absolute discretion, and only upon the admission of a successor General Partner pursuant to Section 12.1. Upon any transfer of a Partnership Interest in accordance with the provisions of this Section 11.2, the transferee shall become a substitute General Partner for all purposes herein, and shall be vested with the powers and rights of the transferor General Partner, and shall be liable for all obligations and responsible for all duties of the General Partner, once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest so acquired. It is a condition to any transfer otherwise permitted hereunder that the transferee assumes, by operation of law or express agreement, all of the obligations of the transferor General Partner under this Agreement with respect to such transferred Partnership Interest, and no such transfer (other than pursuant to a statutory merger or consolidation wherein all obligations and liabilities of the transferor General Partner are assumed by a successor corporation by operation of law) shall relieve the transferor General Partner of its obligations under this Agreement without the Consent of the Limited Partners, in their reasonable discretion. In the event the General Partner withdraws from the Partnership, in violation of this Agreement or otherwise, or otherwise dissolves or terminates, or upon the Incapacity of the General Partner, all of the remaining Partners may elect to continue the Partnership business by selecting a substitute General Partner in accordance with the Act.

  • Interest of Departing General Partner and Successor General Partner (a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “Combined Interest”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members. For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert may consider the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner, the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant.

  • Withdrawal of General Partner (a) The General Partner may not Withdraw (other than as a result of an Involuntary Withdrawal) without the Consent of the Special Limited Partner. Withdrawal shall be conditioned upon the agreement of the Special Limited Partner to be admitted as a successor General Partner, or if the Special Limited Partner declines to be admitted as a successor General Partner then on the agreement of one or more Persons who satisfy the requirements of Section 13.5 of this Agreement to be admitted as successor General Partner(s).

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!