Common use of Authority, Powers and Duties of General Partner Clause in Contracts

Authority, Powers and Duties of General Partner. The General Partner shall have the exclusive right to manage and control the business and affairs of the Partnership. The General Partner shall have all rights, powers and authority of a general partner under the Act and otherwise under applicable law. Without limiting the generality of the foregoing but subject to the other express provisions of this Agreement, the General Partner shall have all rights, powers and authority to do for, on behalf of and in the name of the Partnership all things that it deems necessary, proper or desirable to carry out its duties, including, without limitation, the right, power and authority from time to time to incur liabilities and obligations, to pay fees and expenses and to make other expenditures; to maintain and close accounts with brokers and give instructions or directions in connection therewith; to maintain and close bank accounts and draw checks or other orders for the payment of money; to buy, sell, exchange, or dispose of all securities, checks, money and other assets or liabilities of the Partnership; to hire employees, investment bankers, attorneys, accountants, consultants, custodians, contractors and other agents, and pay them compensation; to enter into, make and perform such contracts, agreements and other undertakings, and do any and all such other acts required of the Partnership with respect to its interest in the Parent, including, but not limited to, entering into agreements with respect to such interests, which agreements may contain such terms, conditions and provisions as the General Partner in its sole discretion shall approve; to xxx, prosecute, settle or compromise all claims against third parties, compromise, settle or accept judgment with respect to claims against the Partnership and execute all documents and make all representations, admissions and waivers in connection therewith; and to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments to effectuate any or all of the foregoing. Without limiting the generality of the foregoing but subject to the other express provisions of this Agreement, the General Partner is authorized to cause the Partnership to acquire the Parent Interests, dispose of the Parent Interests and to enter into such contracts and agreements in connection therewith as the General Partner may determine to be necessary or desirable in its sole discretion. All determinations, acts and designations to be made by the Partnership or the General Partner hereunder shall be made by the General Partner in its sole discretion. Third parties dealing with the Partnership are entitled to rely conclusively on the authority of the General Partner under the Act and as set forth in this Agreement. The General Partner shall have the power to appoint officers of the Partnership as it deems necessary, and such officers shall exercise such powers and perform such duties as shall be determined by the General Partner.

Authority, Powers and Duties of General Partner. The General Partner shall have the exclusive right to manage and control the business and affairs of the Partnership. The Subject, among the Partners, to the limitations set forth in Section 3.1(f)(vii), (viii) and (ix), of this Agreement, the General Partner shall have all rights, powers and authority of a general partner under the Act and otherwise under applicable law. Without limiting the generality of the foregoing but subject to the other express provisions of this Agreement, the General Partner shall have all rights, powers and authority to do for, on behalf of and in the name of the Partnership all things that it deems necessary, proper or desirable to carry out its duties, including, without limitation, the right, power and authority from time to time to incur liabilities and obligations, to pay fees and expenses and to make other expenditures; to maintain and close accounts with brokers and give instructions or directions in connection therewith; to maintain and close bank accounts and draw checks or other orders for the payment of money; to buy, sell, exchange, or dispose of all securities, checks, money and other assets or liabilities of the Partnership; to hire employees, investment bankers, attorneys, accountants, consultants, custodians, contractors and other agents, and pay them compensation; to enter into, make and perform such contracts, agreements and other undertakings, and do any and all such other acts required of the Partnership with respect to its interest in the ParentBusiness, including, but not limited to, entering into agreements with respect to such interests, which agreements may contain such terms, conditions and provisions as the General Partner in its sole discretion shall approve; to xxx, prosecute, settle or compromise all claims against third parties, compromise, settle or accept judgment with respect to claims against the Partnership and execute all documents and make all representations, admissions and waivers in connection therewith; and to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments to effectuate any or all of the foregoing. Without limiting the generality of the foregoing but subject to the other express provisions of this Agreement, the General Partner is authorized to cause the Partnership to acquire the Parent Business Interests, dispose of the Parent Interests Business Interests, to manage the business of the Business and its Affiliates, and to enter into such contracts and agreements in connection therewith as the General Partner may determine to be necessary or desirable in its sole discretion. All determinations, acts and designations to be made by the Partnership or the General Partner hereunder shall be made by the General Partner in its sole discretion. Third parties dealing with the Partnership are entitled to rely conclusively on the authority of the General Partner under the Act and as set forth in this Agreement. The General Partner shall have the power to appoint officers of the Partnership as it deems necessary, and such officers shall exercise such powers and perform such duties as shall be determined by the General Partner.

Authority, Powers and Duties of General Partner. The Subject to the limitations set forth in this Agreement, the General Partner shall have the duty and the exclusive right to manage and control the business and affairs of the Partnership. The General Partner Partnership and shall have all rights, powers and authority of a general partner under the Act and otherwise under applicable law. Without limiting the generality of the foregoing foregoing, but subject to the other express provisions of limitations set forth in this Agreement, the General Partner shall have all rights, powers and authority to do for, on behalf of and in the name of the Partnership all things that it deems necessary, proper or desirable to carry out its dutiesthe Partnership’s purpose, including, without limitation, the right, power and authority from time to time to incur and repay indebtedness, liabilities and obligations, to pay fees and expenses and to make other expenditures; to open, maintain and close accounts with brokers and give instructions or directions in connection therewith; to open, maintain and close bank accounts and draw checks or other orders for the payment of money; to buy, sell, exchange, or dispose of all securities, checks, money and other assets or liabilities of the Partnership; to hire employees, investment bankers, attorneys, accountants, consultants, custodians, contractors and other agents, and pay them compensation; to enter into, make and American Seafoods Holdings, L.P. Limited Partnership Agreement perform such contracts, agreements and other undertakings, and do any and all such other acts required of the Partnership with respect to its interest in the ParentLLC Interests, including, but not limited to, entering into agreements with respect to such interests, which agreements may contain such terms, conditions and provisions as the General Partner in its sole discretion shall approve; to xxx, prosecute, settle or compromise all claims against third parties, compromise, settle or accept judgment with respect to claims against the Partnership and execute all documents and make all representations, admissions and waivers in connection therewith; and to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments to effectuate any or all of the foregoing. Without limiting the generality of the foregoing foregoing, but subject to the other express provisions of limitations set forth in this Agreement, the General Partner is authorized to cause the Partnership to acquire hold the Parent LLC Interests, to dispose of the Parent Interests LLC Interests, to manage the business of the LLC and its Affiliates, and to enter into such contracts and agreements in connection therewith as the General Partner may determine to be necessary or desirable in its sole discretion. All determinations, acts and designations to be made by the Partnership or the General Partner hereunder shall be made by the General Partner in on a good faith basis consistent with its sole discretionfiduciary duties. Third parties dealing with the Partnership are entitled to rely conclusively on the authority of the General Partner under the Act and as set forth in this Agreement. The General Partner shall have the power to appoint officers of the Partnership as it deems necessary, and such officers shall exercise such powers and perform such duties as shall be determined by the General Partner.

Authority, Powers and Duties of General Partner. The Subject, among the Partners, to the limitations set forth in this Agreement, the General Partner shall have the duty and the exclusive right to manage and control the business and affairs of the Partnership. The General Partner Partnership and shall have all rights, powers and authority of a general partner under the Act and otherwise under applicable law. Without limiting the generality of the foregoing but subject to the other express provisions of this Agreementforegoing, the General Partner shall have all rights, powers and authority to do for, on behalf of and in the name of the Partnership all things that it deems necessary, proper or desirable to carry out its duties, including, without limitation, the right, power and authority from time to time to incur and repay indebtedness, liabilities and obligations, to pay fees and expenses and to make other expenditures; to open, maintain and close accounts with brokers and give instructions or directions in connection therewith; to open, maintain and close bank accounts and draw checks or other orders for the payment of money; to buy, sell, exchange, or dispose of all securities, checks, money and other assets or liabilities of the Partnership; to hire employees, investment bankers, attorneys, accountants, consultants, custodians, contractors and other agents, and pay them compensation; to enter into, make and perform such contracts, agreements and other undertakings, and do any and all such other acts required of the Partnership with respect to its interest in the ParentLLC Interests, including, but not limited to, entering into agreements with respect to such interests, which agreements may contain such terms, conditions and provisions as the General Partner in its sole discretion shall approve; to xxx, prosecute, settle or compromise all claims against third parties, compromise, settle or accept judgment with respect to claims against the Partnership and execute all documents and make all representations, admissions and waivers in connection therewith; and to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments to effectuate any or all of the foregoing. Without limiting the generality of the foregoing but subject to the other express provisions of this Agreementforegoing, the General Partner is authorized to cause the Partnership to acquire hold the Parent LLC Interests, to dispose of the Parent Interests LLC Interests, to manage the business of the LLC and its Affiliates, and to enter into such contracts and agreements in connection therewith as the General Partner may determine to be necessary or desirable in its sole discretion. All determinations, acts and designations to be made by the Partnership or the General Partner hereunder shall be made by the General Partner in on a good faith basis consistent with its sole discretionfiduciary duties. Third parties dealing with the Partnership are entitled to rely conclusively on the authority of the General Partner under the Act and as set forth in this Agreement. The General Partner shall have the power to appoint officers of the Partnership as it deems necessary, and such officers shall exercise such powers and perform such duties as shall be determined by the General Partner.