Limitation on Authority of Limited Partners. The Limited Partner in its capacity as limited partner will not be entitled to:
(a) take part in the administration, control, management or operation of the business of the Partnership or exercise any power in connection therewith;
(b) transact any business on behalf of the Partnership or make any commitment on behalf of or otherwise obligate or bind the Partnership;
(c) other than by voting on a resolution of the Partners (where the Limited Partner is entitled to so vote), execute any document that binds or purports to bind the Partnership or any other Partner as such;
(d) hold itself out as having the power or authority to bind the Partnership or any other Partner as such;
(e) have any authority to act for or undertake any obligation or responsibility on behalf of the Partnership or any other Partner as such;
(f) bring any action for partition or sale or otherwise in connection with the Partnership, or any interest in any property of the Partnership, whether real or personal, tangible or intangible, or file or register or permit to be filed, registered or remain undischarged any encumbrance in respect of any property of the Partnership;
(g) compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the Partners in kind except in accordance with this Agreement; or
(h) take any action that will jeopardize or eliminate the status of the Partnership as a limited partnership.
Limitation on Authority of Limited Partners. No Limited Partner, in their capacity as a Limited Partner, will:
(a) take part in the administration, management or operation of the business of the Partnership or exercise any power in connection with that management or transact business on behalf of the Partnership;
(b) execute any document which binds or purports to bind any other Partner or the Partnership;
(c) hold that Limited Partner out as having the power or authority to bind any other Partner or the Partnership;
(d) have any authority or power to act for or undertake any obligation or responsibility on behalf of any other Partner or the Partnership;
(e) bring any action for partition or sale or otherwise in connection with the Partnership, or any interest in any property of the Partnership, whether real or personal, tangible or intangible, or file or register or permit to be filed, registered or remain undischarged any lien or charge in respect of any property of the Partnership; or
(f) compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the Partners in kind in accordance with this Agreement.
Limitation on Authority of Limited Partners. No Limited Partner will:
(a) take part in the administration, control, management or operation of the business of the Partnership or exercise any power in connection with that control or management or transact business on behalf of the Partnership;
(b) execute any document which binds or purports to bind any other Partner or the Partnership;
(c) hold that Limited Partner out as having the power or authority to bind any other Partner or the Partnership;
(d) have any authority or power to act for or undertake any obligation or responsibility on behalf of any other Partner or the Partnership;
(e) bring any action for partition or sale or otherwise in connection with the Partnership, or any interest in any property of the Partnership, whether real or personal, tangible or intangible, or file or register or permit to be filed, registered or remain undischarged any lien or charge in respect of any property of the Partnership; or
(f) compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the Partners in kind in accordance with this Agreement.
Limitation on Authority of Limited Partners. No Limited Partner shall:
(a) take part in the control or management of the business of the Partnership or exercise any power in connection therewith;
(b) execute any document which binds or purports to bind any other Partner or the Partnership;
(c) hold himself out as having the power or authority to bind any other Partner or the Partnership;
(d) have any authority or power to act for or undertake any obligation or responsibility on behalf of any other Partner or the Partnership;
(e) bring any action for partition or sale or otherwise in connection with the Partnership, any interest in any property of the Partnership, whether real or personal, tangible or intangible, or register or permit to be filed, registered or remain undischarged any lien or charge in respect of any property of the Partnership; or
(f) compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the Partners in kind in accordance with this Agreement.
Limitation on Authority of Limited Partners. A Limited Partner may from time to time inquire as to the state and progress of the business of the Partnership and may provide comment as to its management. However, no Limited Partner shall, except in his, her or its capacity as an officer, director, agent, or employee of the Partnership GP or an Affiliate thereof:
(a) take part in the administration, control, management or operation of the business of the Partnership or exercise any power in connection therewith or transact business on behalf of the Partnership;
(b) execute any document which binds or purports to bind any other Partner or the Partnership;
(c) hold himself, herself or itself out as having the power or authority to bind any other Partner or the Partnership;
(d) have any authority or power to act for or undertake any obligation or responsibility on behalf of any other Partner or the Partnership;
(e) bring any action for partition or sale or otherwise in connection with the Partnership or any interest in any property of the Partnership, whether real or personal, tangible or intangible, or file or register or permit to be filed, registered or remain undischarged any lien or charge in respect of any property of the Partnership; or
(f) compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the Partners in kind in accordance with this Agreement.
Limitation on Authority of Limited Partners. No Limited Partner (other than any Limited Partner that is also the General Partner) shall:
(a) take part in the administration, management, control or operations of the Business or exercise any power in connection therewith;
(b) take an active part in the business of the Partnership;
(c) transact any matters on behalf of the Partnership or make any commitment on behalf of or otherwise obligate or bind the Partnership;
(d) other than by voting on a resolution of the Partners (where the Partner is entitled to vote), execute any document which binds or purports to bind any other Partner or the Partnership;
(e) hold itself out as having the power or authority to bind any other Partner or the Partnership or deal with any Person on behalf of the Partnership and, if contacted by any Person in respect of the Partnership, shall inform such Person that it is a limited partner of the Partnership, it does not take an active part in the business or activities of the Partnership, and does not act or make decisions on behalf of the Partnership and then refer such Person to the General Partner;
(f) have any authority or power to act for, or undertake any obligation or responsibility on behalf of, any other Partner or the Partnership;
(g) bring any action for partition or sale or otherwise in connection with the Partnership or any interest in any assets of the Partnership, whether real, personal, movable, immovable or mixed or whether tangible or intangible, corporeal or incorporeal, or file or register, or permit to be filed, registered or remain undischarged, any Adverse Claim in respect of any assets of the Partnership;
(h) bring any action for the dissolution of the Partnership;
(i) compel or seek a partition, judicial or otherwise, of any of the assets of the Partnership distributed or to be distributed to the Partners in kind in accordance with this Agreement; or
(j) take any action that will jeopardize or eliminate the status of the Partnership as a limited partnership or a “Canadian partnership” for the purposes of the Tax Act. For greater certainty, the General Partner has the exclusive power, rights, obligations and authority to administer and bind the Partnership, and the General Partner shall not be subject to the restrictions that apply to Limited Partners (except as provided herein). Each Limited Partner shall comply with the Act and shall not take any action which may jeopardize or eliminate the Partnership’s status as a limited partnership.
Limitation on Authority of Limited Partners. No Limited Partner in his capacity as a Limited Partner shall:
(a) take part in the control or management of the Business of the Partnership;
(b) execute any document which binds or purports to bind the Partnership or any other Partner as such;
(c) hold himself out as having the power or authority to bind the Partnership or any other Partner as such;
(d) have any authority to undertake any obligation or responsibility on behalf of the Partnership;
(e) bring any action for partition or sale in connection with any of the assets of the Partnership, whether real or personal, or register or permit any lien or charge in respect of a Unit of such Partner to be filed or registered or remain undischarged against any of the assets of the Partnership in respect of such Partner’s Interest in the Partnership; or
(f) compel a partition, judicial or otherwise, of any of the assets of the Partnership distributed to the Partners in kind.
Limitation on Authority of Limited Partners. With the exception of the General Partner and any person, including the Manager, acting on authority delegated by the General Partner, each of which may also be a Limited Partner, no Limited Partner shall:
(a) take part in the control or management of the business of the Partnership or transact any business for the Partnership;
(b) execute any document or take any action pursuant to which it purports to bind the Partnership, the General Partner or any other Limited Partner as such;
(c) hold itself out as having the power or authority to bind the Partnership, the General Partner or any other Limited Partner as such;
(d) have any authority to undertake any obligation or responsibility on behalf of the Partnership (except that the General Partner may act on behalf of the Partnership notwithstanding that it may also be a Limited Partner); or
(e) bring any action for partition or sale in connection with any assets of the Partnership, whether real or personal, or register or permit any lien against or charge in respect of the Units of such Limited Partner to be filed or registered or remain undischarged against any assets of the Partnership in respect of such Limited Partner’s interest in the Partnership, other than as specifically provided for in this Agreement. Limited Partners shall comply with the provisions of the Act and shall not take any action which will jeopardize or eliminate the status of the Partnership as a limited partnership.
Limitation on Authority of Limited Partners. No Limited Partner will:
(a) take part in the administration, control, management or operation of the business of Willow LP or exercise any power in connection therewith or transact business on behalf of Willow LP;
(b) execute any document which binds or purports to bind any other Partner or Willow LP;
(c) hold itself out as having the power or authority to bind any other Partner or Willow LP;
(d) have any authority or power to act for or undertake any obligation or responsibility on behalf of any other Partner or Willow LP;
(e) except as contemplated in this Agreement, bring any action for partition, distribution or sale or otherwise in connection with Willow LP, any interest in any property of Willow LP, whether real or personal, tangible or intangible, or file or register or permit to be filed or registered any lien or charge in respect of any property of Willow LP; or
(f) compel or seek a partition, judicial or otherwise, of any of the assets of Willow LP distributed or to be distributed to the Partners in kind in accordance with this Agreement.
Limitation on Authority of Limited Partners. A Limited Partner may from time to time examine the state and progress of the business of the Limited Partnership; however, no Limited Partner in his or its capacity as a Limited Partner shall:
(a) take part in the control or management of the business of the Limited Partnership or exercise any power in connection therewith;
(b) execute any document which binds or purports to bind the Limited Partnership, the General Partner or any other Limited Partner as such;
(c) hold himself, herself or itself out as having the power or authority to bind the Limited Partnership, the General Partner or any other Limited Partner as such; or
(d) bring any action for partition or sale in connection with the Partnership Assets, whether real or personal, or register or permit any lien or charge in respect of the Units of such Limited Partner to be filed or registered or remain undischarged against the Partnership Assets in respect of such Limited Partner’s interest in the Limited Partnership; except that the General Partner may do the foregoing on behalf of the Limited Partnership in its capacity as the General Partner, notwithstanding that it or any shareholder, director or officer of the General Partner may also be a Limited Partner or a shareholder, director or officer of a Limited Partner, or be otherwise Affiliated with a Limited Partner.
