Consents of General Partners Sample Clauses

Consents of General Partners. If BGP consents to any Majority Decision or Unanimous Decision in its capacity as the Administering General Partner, BGP need not also give its consent to such Majority Decision or Unanimous Decision in its capacity as a General Partner. In the event of any need for consent of the General Partners to any Majority Decision or Unanimous Decision, the Administrating General Partner, or the requesting General Partner as the case may be, shall make such request of the General Partners and shall provide the General Partners with any information reasonably necessary for the General Partners to make an informed decision. If a General Partner does not respond within ten (10) Business Days after receipt of such request for consent to a Majority Decision or Unanimous Decision, such General Partner shall be deemed to have rejected such request; provided that a request pursuant to Section 3.3(a)(12), shall be deemed to be approved by a General Partner that does not respond within such ten Business Day period. Each General Partner (including the Administering General Partner) shall use its good faith reasonable efforts to respond promptly to requests for consent and to keep the other General Partners informed of the status of any matter regarding which such General Partner intends to request the General Partners' consent under Section 3.3 or Section 3.4. No General Partner shall be permitted to enter into a separate agreement with another General Partner regarding the voting of its General Partner interests or the granting of its consent to any Majority Decision or Unanimous Decision.
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Consents of General Partners. 29 3.6 MEETINGS OF GENERAL PARTNERS; ETC. ...........................................................30 3.7 NO PARTICIPATION BY OR AUTHORITY OF LIMITED PARTNERS; LIMITED RIGHTS...........................30 3.8 ACTS OF THE PARTNERSHIP AND THE PARTNERS; REPRESENTATIVES......................................31 3.9 WAIVER OF RIGHTS BY THE LIMITED PARTNERS.......................................................31 3.10 SALES OF CERTAIN PROPERTIES BY WHGP AND BLACKSTONE GP..........................................32
Sample 1
Consents of General Partners. 36 3.6 Meetings of General Partners; etc. . . . . . . . . . . 36 3.7 No Participation by or Authority of Limited Partners; Limited Rights . . . . . . . . . . . . . . 37 3.8 Acts of the Partnership and the Partners; Representatives . . . . . . . . . . . . . . . . . . 38 3.9 Waiver of Rights by the Limited Partners . . . . . . . . 39 3.10 Sales of Certain Properties by WHGP and Blackstone GP . . . . . . . . . . . . . . . . . . . . . . . . . 39
Sample 1

Related to Consents of General Partners

  • 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:

  • 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:

  • Procedures for Actions and Consents of Partners The actions requiring Consent of any Partner or Partners pursuant to this Agreement, including Section 7.3 hereof, or otherwise pursuant to applicable law, are subject to the procedures set forth in this Article 14.

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

  • 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.

  • Admission of Initial Limited Partners Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the General Partner and the Underwriters as described in Section 5.3 in connection with the Initial Offering, the General Partner shall admit such parties to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or Incentive Distribution Rights issued to them.

  • 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.

  • Power and Authority of General Partner Subject to the Consent of the Special Limited Partner or the consent of the Limited Partner where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the General Partner shall have complete and exclusive control over the management of the Partnership business and affairs, and shall have the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. If there is more than one General Partner, all acts, decisions or consents of the General Partners shall require the concurrence of all of the General Partners. No actions taken without the authorization of all the General Partners shall be deemed valid actions taken by the General Partners pursuant to this Agreement. No Limited Partner or Special Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall have any right to be active in the management of the Partnership's business or investments or to exercise any control thereover, nor have the right to bind the Partnership in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Partnership, except as otherwise specifically provided in this Agreement.

  • 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:

  • 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.

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