By General Partner. (a) All matters concerning the determination and allocation among the Partners of the amounts to be determined and allocated pursuant to Article V of this Agreement, including any taxes on those amounts and accounting procedures applicable with respect to those amounts, will be determined by the General Partner unless specifically and expressly otherwise provided for by the provisions of this Agreement or as required by law. Any such determinations and allocations will be final and binding on all of the Partners.
By General Partner. The General Partner shall use its reasonable judgment to interpret this Agreement, the Investment Management Agreement and the Investment Guidelines. The Limited Partners acknowledge that this Agreement, the Investment Management Agreement and the Investment Guidelines, as well as the Fund’s business, are extremely complex and that the General Partner and its legal counsel, in drafting such documents, may not have anticipated every possible circumstance, fact pattern and ambiguity that may be presented to or encountered by the Fund. The General Partner shall have the sole and exclusive authority to interpret such documents in a manner determined by the General Partner in its judgment to be consistent with the General Partner’s original intent in drafting and supervising the drafting of such documents.
By General Partner. General Partner hereby represents and warrants, both as of the effectiveness of this Agreement and as of the Closing Date, that (i) without implying any characterization of any Partnership Interest as a "security" within the meaning of any applicable law relating to securities, General Partner is an "accredited investor" as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and General Partner is not purchasing the Nonaffiliated Partner's Partnership Interest with a view to the distribution thereof and (ii) the execution and delivery of this Agreement by General Partner, and the performance of its obligations under this Agreement by General Partner, and any other instruments and documents executed and delivered (or to be executed and delivered) by it herewith, do not and will not require any consent or approval of any person, entity, firm, court, or governmental authority or agency that has not been obtained, violate any law, rule, regulation, order, writ or judgment presently in effect having applicability to General Partner, or any provision of General Partner's organizational documents or bylaws, result in a breach or constitute a default under any indenture or loan or credit agreement or other material agreement to which the General Partner is a party or by which it is bound, or require any authorization, consent, approval, license, exemption from or filing or registration with any court or governmental department, commission, board, bureau, agency, officer or instrumentality or any other person or entity that has not been obtained. The representations and warranties set forth in this Section 20 shall survive the execution and delivery of this Agreement, the payments of the amounts specified herein and the performance of the New Transactions.
By General Partner. The General Partner shall have the authority to act on behalf of the other Partners to amend this Agreement without any vote or other action by the other Partners (a) as provided in Article 11, (b) for the purpose of reflecting transfers of Units permitted hereunder, (c) for purposes of forming, qualifying or continuing the Partnership as a limited partnership in all jurisdictions in which the Partnership conducts or plans to conduct business, and (d) to reflect the substitution of a transferee of a Unit, as permitted hereunder, as a Partner of the Partnership.
By General Partner. In addition to any other amendments authorized herein, amendments may be made to this Agreement from time to time by the General Partner without the consent of the Limited Partner(s):
By General Partner. The General Partner may assign all or any portion of its General Partner Interest to (i) any Affiliate of General Partner, (ii) a leasing company, bank, bank subsidiary or bank Affiliate, insurance company or other institutional investor with a net worth or, in the case of a bank or lending institution, combined capital and surplus, on a consolidated basis at the time of transfer of at least $15,000,000 determined in accordance with GAAP, or (iii) any other Person with the prior written consent of the Limited Partner, Lenders and Administrative Agent (which consents shall not be unreasonably withheld or delayed provided, however, it shall be reasonable for Lessee to withhold consent if, among other matters, any such assignee is a direct competitor of Lessee in the lottery and gaming industries or to any entity to whom Lessee is restricted from entering into transactions of the type contemplated by the Operative Documents pursuant to any Applicable Law or any contract pursuant to which Lessee provides any lottery products and/or services). Any Person listed in clause (ii) above shall be deemed to have a satisfied such net worth or capital and surplus requirement if the net worth or capital and surplus, as the case may be, of its parent at the time of transfer is at least $15,000,000 as determined in accordance with GAAP. Any permitted assignment hereunder shall be effective upon the delivery to Administrative Agent and Limited Partner of written notice of the assignment. Upon the effectiveness of any such assignment, the assignee shall become the General Partner for all purposes of the Operative Documents and the assignor shall be relieved of its obligations hereunder.
By General Partner. (a) As General Partner Units A General Partner may Transfer his or ------------------------ her Units as General Partner Units to any existing General Partner or to any person who is the issue of Xxxxx Xxxxxxxx or Xxxxx Xxxxxxxx.
