Duties and Obligations of General Partner. (a) The General Partner shall devote to the affairs of the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the General Partner nor the officers, directors or shareholders of the General Partner shall be expected to devote their full time to the performance of such duties. The General Partner shall provide both equipment management and additional services relating to the continued and active operation of the Equipment, such as on-going marketing and re-leasing of equipment and maintenance, repair and storage services. (b) The General Partner shall take such action as may be necessary or appropriate for the continuation of the Partnership's valid existence under the laws of the State of Delaware and in order to form or qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or in which such formation or qualification is necessary to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. The General Partner shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Partnership is formed or qualified, such certificates, including limited partnership and fictitious name certificates and other documents as are required by the applicable statutes, rules or regulations of any such jurisdiction. (c) The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership. (d) The General Partner shall have fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership and Partnership funds shall not be deposited with affiliated financial institutions or be used in compensating balance arrangements for the benefit of any entity other than the Partnership. The General Partner shall not delegate to any party the fiduciary duty owed by it to any Partner. In addition, no Partner shall be permitted to contract away the fiduciary duty owed to such Partner by the General Partner under the common law. (e) Subject to Section 5.8(c), the General Partner is authorized, in its sole discretion, to cause the Partnership to acquire policies of limited partnership liability insurance, insuring the General Partner, its officers, directors, employees, shareholders and certain of its Affiliates against certain liabilities in connection with the business of the Partnership and insuring the Partnership against certain liabilities with respect to any indemnification that it is legally required or permitted to provide under this Agreement to such General Partner, its officers, directors, employees, shareholders and such Affiliates. (f) Subject to the provisions of this Article Five, the General Partner may delegate any or all of the powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.
Appears in 1 contract
Samples: Limited Partnership Agreement (Capital Preferred Yield Fund Iv Lp)
Duties and Obligations of General Partner. (a) The General Partner shall devote to the affairs of the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the General Partner nor the officers, directors or shareholders of the General Partner shall be expected to devote their full time to the performance of such duties. The General Partner shall provide both equipment management and additional services relating to the continued and active operation of the Equipment, such as on-going marketing and re-leasing of equipment and maintenance, repair and storage services.
(b) A. The General Partner shall take such all action as that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Delaware (and in order to form or qualify the Partnership under the laws of any each other jurisdiction in which the Partnership is doing business or in which such formation or qualification existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in order which it is engaged) and for the acquisition, management, maintenance and operation of the Partnership Media Property in accordance with the provisions of this Agreement and applicable laws and regulations.
B. The General Partner shall devote to continue the Partnership such time as the General Partner shall deem to be necessary to conduct the Partnership business and affairs in effect an appropriate manner.
C. The General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all Partnership funds and assets (whether or not in the immediate possession or control of the General Partner) and the use thereof for the benefit of the Partnership. Neither the General Partner nor any of its Affiliates shall enter into any transaction with the Partnership that may significantly benefit the General Partner or such formation Affiliate in its independent capacity unless the transaction is expressly permitted hereunder.
D. The General Partner shall use its best efforts to maintain at all times its net worth or qualificationif it is organized as a general partnership cause at least one general partner therein to maintain at all times such general partner's net worth, at a level that is sufficient to meet all requirements of currently applicable U.S. income tax regulations and rulings of the Internal Revenue Service (including pursuant to Revenue Procedure 72-13, to the extent applicable), and, in addition, shall use its best efforts to meet any future requirements set by statute, the Internal Revenue Service or the courts, to assure that the Partnership will not fail to be classified for Federal income tax purposes as a partnership, rather than as an association taxable as a corporation, on account of the net worth of the General Partner. Neither the General Partner nor its general partners shall declare or pay any dividend or make any distribution to its partners to the extent that, as a result of such declaration or payment, the General Partner would fail to meet any of such requirements. The General Partner shall file use its best efforts to cause Xxxxxxx Xxxxx Leasing Inc. to agree to use its best efforts to contribute additional capital to the General Partner or cause a general partner thereof so that the General Partner or a general partner thereof will at all times have a net worth sufficient to meet all requirements of the Code as currently in effect and as hereafter amended to assure that the Partnership will be filed classified for recordation Federal income tax purposes as a partnership and not as an association taxable as a corporation.
E. The General Partner shall at all times conduct its affairs and the affairs of all of its Affiliates and of the Partnership in such a manner that neither the Partnership nor any Partner nor any Affiliate of any Partner will have any personal liability with respect to any Partnership indebtedness, unless in the office case of personal liability with respect to the Partnership, the General Partner or any Affiliate of the appropriate authorities General Partner, the General Partner is of the State opinion that such conduct would be in the best interests of Delawarethe Limited Partners. The General Partner shall use its best efforts in the conduct of the Partnership's business, to put all suppliers and other Persons with whom the Partnership does business on notice that the Limited Partners are not liable for Partnership obligations, and in the proper office or offices in each other jurisdiction in all agreements to which the Partnership is formed or qualified, such certificates, including a party shall include a statement to the effect that the Partnership is a limited partnership and fictitious name certificates and organized under the Act; but the General Partner shall not be liable to the Limited Partners for any failure to give such notice to such suppliers or other documents as are required by the applicable statutes, rules Persons or regulations of for any such jurisdictionagreement to fail to contain such statement.
(c) F. The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any federalFederal, state State or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership (it being understood that the expenses of preparation and filing of such tax returns, and the amounts of such taxes, are expenses of the Partnership and not of the General Partner); provided, however, that the General Partner shall not be required to cause the Partnership to pay any tax so long as the General Partner or the Partnership is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Partnership.
(d) G. The General Partner shall, from time to time, submit to any appropriate state securities administrator all documents, papers, statistics and reports required to be filed with or submitted to such state securities administrator.
H. The General Partner shall have fiduciary responsibility for use its best efforts to cause the safekeeping and use of all funds and assets Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statute or similar law in any state in which the Partnership then owns Media Property or transacts business, if such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the PartnershipLimited Partners or to permit the Limited Partnership lawfully to own property or transact business.
I. The General Partner shall, whether from time to time, prepare and file any amendment to the Certification or not this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in its immediate possession such office or controloffices as are required under the laws of the State or any other state in which the Partnership is then formed or qualified. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of promptly register the Partnership under any assumed or fictitious name statute or similar law in force and effect in each state in which the Partnership funds shall not be deposited with affiliated financial institutions is then formed or be used in compensating balance arrangements for the benefit of any entity other than the Partnershipqualified. The General Partner shall not delegate to any party do all other acts and things (including making publication or periodic filings of the fiduciary duty owed by it to any Partner. In additionCertificate or this Agreement or other similar documents, no Partner shall or amendments thereto) that may now or hereafter be permitted to contract away the fiduciary duty owed to such Partner required, or deemed by the General Partner to be necessary, (1) for the perfection and continued maintenance of the Partnership as a limited partnership under the common laws of the State and each other state in which the Partnership is then formed, (2) to protect the limited liability of the Limited Partners as limited partners under the laws of the State and each other state in which the Partnership is then formed or qualified and (3) to cause the books and records of the Partnership, and if required by law, to cause the Certificate and this Agreement to reflect accurately the agreement of the Partners, the identity of the Limited Partners or the General Partner and the amounts of their respective Capital Contributions.
J. The General Partner shall use its best efforts to assure that in all correspondence, contracts, agreements and other documents relating to the Partnership (e1) Subject it shall plainly appear, or be so stated, that the Partnership is a limited partnership organized under the Act, (2) the full name of the Partnership shall at all times be used and (3) wherever appropriate it shall be expressly stated that, for purposes of determining the liability of the Limited Partners, the Act shall be controlling; but the General Partner shall not be liable to Section 5.8(c)the Limited Partners for any failure to make such statements.
K. In the case of any vote, Consent or other action by the Limited Partners hereunder which shall become binding upon the General Partner, the General Partner is authorizedPartner, in acting on behalf of the Partnership in the Partnership's capacity as a partner in any partnership, joint venture or other entity which may own or hold any particular item of Media Property, shall, to the extent permitted by the partnership agreement relating to such partnership or joint venture, take corresponding or identical action or cause an Affiliate of the General Partner in its sole discretioncapacity as a partner of such partnership or joint venture to take such action, pursuant to the terms of the partnership agreement relating to such partnership or joint venture and, in general, shall not act on behalf of the Partnership in such capacity in a manner inconsistent with any such vote, Consent or other action pursuant to this Agreement.
L. The General Partner shall use its best efforts to assure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940.
M. The General Partner shall use its best efforts to cause the Partnership to acquire policies of limited partnership liability insurance, insuring the General Partner, its officers, directors, employees, shareholders and certain of its Affiliates against certain liabilities in connection with the business commit a substantial portion of the Partnership and insuring gross amount invested in the Partnership against certain liabilities with respect to any indemnification that it is legally required or permitted to provide under this Agreement to such General Partner, its officers, directors, employees, shareholders and such Affiliatesby the Limited Partners toward investment in Media Properties.
(f) Subject to the provisions of this Article Five, the General Partner may delegate any or all of the powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.
Appears in 1 contract
Samples: Limited Partnership Agreement (Ml Media Partners Lp)
Duties and Obligations of General Partner. (a) The General Partner shall devote to the affairs of the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the General Partner nor the officers, directors or shareholders of the General Partner shall be expected to devote their full time to the performance of such duties. The General Partner shall provide both equipment management and additional services relating to the continued and active operation of the Equipment, such as on-going marketing and re-leasing of equipment and maintenance, repair and storage services.
(b) A. The General Partner shall take such all action as that may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Delaware Texas (and in order to form or qualify the Partnership under the laws of any each other jurisdiction in which the Partnership is doing business or in which such formation or qualification existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in order to continue which it is engaged) and for the acquisition, management, maintenance and operation of the Partnership Theatre Property in effect such formation or qualification. accordance with the provisions of this Agreement and applicable laws and regulations.
B. The General Partner shall file or cause devote to the Partnership such time as the General Partner shall deem to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which necessary to conduct the Partnership is formed or qualified, such certificates, including limited partnership business and fictitious name certificates and other documents as are required by the applicable statutes, rules or regulations of any such jurisdictionaffairs in a appropriate manner.
(c) C. The General Partner shall be under a fiduciary duty and obligation to conduct the affairs of the Partnership in the best interests of the Partnership, including the safekeeping and use of all Partnership funds and assets (whether or not in the immediate possession or control of the General Partner) and the use thereof for the benefit of the Partnership.
D. The General Partner shall use its best efforts to prepare or cause to be prepared and shall to file on or before the due date (or any extension thereof) any federalFederal, state State or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership (it being understood that the expenses of preparation and filing of such tax returns, and the amounts of such taxes, are expenses of the Partnership and not of the General Partner); provided, however, that the General Partner shall not be required to cause the Partnership to pay any tax so long as the General Partner or the Partnership is in good faith and by appropriate legal proceedings contesting the validity, applicability or amount thereof and such contest does not materially endanger any right or interest of the Partnership.
(d) E. The General Partner shall have fiduciary responsibility for use its best efforts to cause the safekeeping and use of all funds and assets Partnership to be formed, reformed, qualified to do business, or registered under any applicable assumed or fictitious name statute or similar law in any state in which the Partnership then owns Theatre Property or transacts business, if such formation, reformation, qualification or registration is necessary in order to protect the limited liability of the PartnershipLimited Partners or to permit the Partnership lawfully to own property or transact business.
F. The General Partner shall, whether from time to time, prepare and file any amendment to the Certificate or not this Agreement and other similar documents that are required by law to be filed and recorded for any reason, in its immediate possession such office or controloffices as are required under the laws of the State or any other state in which the Partnership is then formed or qualified. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of promptly register the Partnership under any assumed or fictitious name statute or similar law in force and effect in each state in which the Partnership funds shall not be deposited with affiliated financial institutions is then formed or be used in compensating balance arrangements for the benefit of any entity other than the Partnershipqualified. The General Partner shall not delegate to any party do all other acts and things (including making publication or periodic filings of the fiduciary duty owed by it to any Partner. In additionCertificate or this Agreement or other similar documents, no Partner shall or amendments thereto) that may now or hereafter be permitted to contract away the fiduciary duty owed to such Partner required, or deemed by the General Partner to be necessary, (1) for the perfection and continued maintenance of the Partnership as a limited partnership under the common laws of the State and each other state in which the Partnership is then formed, (2) to protect the limited liability of the Limited Partners as limited partners under the laws of the State and each other state in which the Partnership is then formed or qualified and (3) to cause the books and records of the Partnership, and if required by law.
(e) Subject to Section 5.8(c), the General Partner is authorized, in its sole discretion, to cause the Partnership Certificate and this Agreement to acquire policies reflect accurately the agreement of limited partnership liability insurancethe Partners, insuring the identity of the Limited Partners and the General Partner and the amounts of their respective Capital Contributions.
G. In the case of any vote, Consent or other action by the Limited Partners hereunder which shall become binding upon the General Partner, its officers, directors, employees, shareholders and certain of its Affiliates against certain liabilities in connection with the business of the Partnership and insuring the Partnership against certain liabilities with respect to any indemnification that it is legally required or permitted to provide under this Agreement to such General Partner, its officers, directors, employees, shareholders and such Affiliates.
(f) Subject to the provisions of this Article Five, the General Partner may delegate any or all of the powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for in acting on behalf of the Partnership in the Partnership's capacity as a partner in any partnership, joint venture or other entity which may own or hold any particular item of Theatre Property, shall, to the extent permitted by the partnership agreement relating to such partnership or joint venture, take corresponding or identical action or cause an Affiliate of the General Partner may approvein its capacity as a partner of such partnership or joint venture to take such action, pursuant to the terms of the partnership agreement relating to such partnership or joint venture and, in general, shall not act on behalf of the Partnership in such capacity in a manner inconsistent with any such vote, Consent or other action pursuant to this Agreement.
H. The General Partner shall use its best efforts to assure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940.
I. The General Partner shall use its best efforts to obtain provisions in any future Senior Credit Facility permitting Tax Funding Distributions on terms comparable or better to those contained in the Partnership's Senior Credit Facility as in effect as of the date hereof with Citicorp Industrial Credit, Inc.
Appears in 1 contract
Duties and Obligations of General Partner. (a) The General Partner shall devote comply in all material respects with the terms of this Agreement and shall use its reasonable best efforts (i) to cause its Affiliates to comply in all material respects with the affairs terms of this Agreement and (ii) in the conduct of the business and operations of the Partnership such time as may be to cause the Partnership and its Subsidiaries (A) to comply in all material respects with the terms and provisions of all agreements to which the Partnership or any Subsidiary is a party or to which its properties are subject, (B) to comply in all material respects with all applicable laws, ordinances or governmental rules and regulations to which the Partnership or any Subsidiary is subject (including, without limitation, all applicable federal, state and local Environmental Laws, ordinances, rules and regulations), and (C) to obtain and maintain all licenses, permits, franchises and other governmental authorizations necessary for with respect to the proper performance ownership by the Partnership or any Subsidiary of its duties hereunderrespective properties and the conduct of its business and operations. At the expense of the Partnership, but neither the General Partner nor agrees to cause an ongoing program of environmental review of the officersPartnership’s properties (including site visits) to be conducted by a third party consultant (which consultant shall be Xxxxxxxx & Associates, directors LP or shareholders of such other environmental consulting firm designated by the General Partner shall be expected to devote their full time and reasonably acceptable to the performance of such duties. The General Partner shall provide both equipment management and additional services relating to the continued and active operation of the Equipment, such as on-going marketing and re-leasing of equipment and maintenance, repair and storage servicesClass B Limited Partner).
(b) The With respect to the maintenance, exploration, development and operation of the properties of the Partnership or any Subsidiary with respect to which the General Partner (or an Affiliate thereof) serves as operator, the General Partner shall take such action as may be necessary or appropriate for have the continuation standard of care of a reasonably prudent operator. With respect to the Class B Limited Partner and its interests in the Partnership's valid existence under , the laws of the State of Delaware and in order to form or qualify the Partnership under the laws of any jurisdiction in which the Partnership is doing business or in which such formation or qualification is necessary to protect the limited liability of the Limited Partners or in order to continue in effect such formation or qualification. The General Partner shall file or cause to be filed for recordation have the duties set forth in the office Section 4.04 of the appropriate authorities Texas Revised Partnership Act and shall discharge such duties as provide in Section 4.04(d) of the State Texas Revised Partnership Act. With respect to the maintenance and safekeeping of DelawarePartnership funds, and in the proper office or offices in each other jurisdiction in which General Partner shall owe a fiduciary duty to the Partnership is formed or qualified, such certificates, including limited partnership and fictitious name certificates and other documents as are required by the applicable statutes, rules or regulations of any such jurisdictionClass B Limited Partner.
(c) The During the existence of the Partnership, the General Partner shall prepare or cause devote substantially all of its business time and effort to be prepared and shall file on or before the due date (or any extension thereof) any federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership’s business and operations.
(d) The General Partner shall covenants and agrees that it will at all times retain and have fiduciary responsibility for the safekeeping available to it and use of all funds and assets of the Partnership, whether or not in its immediate possession or control. The General Partner shall not employ, or permit another to employ, such funds or assets in any manner except for the exclusive benefit of the Partnership and Partnership funds shall not its Subsidiaries a professional staff and outside consultants which together will be deposited with affiliated financial institutions or be used reasonably adequate in compensating balance arrangements for size, experience and competency to discharge properly the benefit duties and functions of any entity other than the Partnership. The General Partner shall not delegate to any party the fiduciary duty owed by it to any Partner. In addition, no Partner shall be permitted to contract away the fiduciary duty owed to such Partner by the General Partner hereunder and under the common lawany applicable operating and other agreements, including, engineers, geologists and other technical personnel, attorneys, accountants and secretarial and clerical personnel.
(e) Subject to Section 5.8(c), the General Partner is authorized, in its sole discretion, to cause the Partnership to acquire policies of limited partnership liability insurance, insuring the General Partner, its officers, directors, employees, shareholders and certain of its Affiliates against certain liabilities in connection with the business of the Partnership and insuring the Partnership against certain liabilities with respect to any indemnification that it is legally required or permitted to provide under this Agreement to such General Partner, its officers, directors, employees, shareholders and such Affiliates.
(f) Subject to the provisions of this Article Five, the General Partner may delegate any or all of the powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.
Appears in 1 contract
Samples: Limited Partnership Agreement (Alta Mesa Energy LLC)
