Limitation on General Partner’s Authority Sample Clauses

Limitation on General Partner’s Authority. Notwithstanding anything to the contrary contained in this Agreement, the General Partner shall not, without the consent of all of the other Partners, (a) take any action in contravention of this Agreement or its amendments; (b) take any action that would make it impossible to carry on the purposes of the Partnership, except the sale or other disposition of Partnership interests or properties; (c) confess a judgment against the Partnership; or (d) amend this Agreement.
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Limitation on General Partner’s Authority. The General Partner shall not have authority to: 10.2.1 Perform any act in contravention of this Agreement; 10.2.2 Perform any act that would make it impossible to carry on the ordinary business of the Partnership; 10.2.3 Amend (other than to make ministerial changes or changes that do not disproportionately affect a Partner relative to the other Partners) this Agreement without the approval of a Majority; or 10.2.4 Perform any act which, pursuant to this Agreement or the Act, requires approval by a vote of the Limited Partners, without first receiving the required approval.
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Limitation on General Partner’s Authority. (a) The General Partners shall have no authority to: (i) take any action which is contravention of this Partnership Agreement or the Act; or (ii) require partition of Partnership Property or compel any sales or appraisements of Partnership assets or sale of a deceased Partner's interest therein, except as otherwise expressly permitted by this Partnership Agreement or with the Consent of the Limited Partners. (b) The General Partners shall not take any one or more of the following actions without the Consent of the Limited Partners: (i) Amend, modify or terminate this Agreement; (ii) Sell, exchange, lease, mortgage, pledge or otherwise transfer all or substantially all of the Partnership Property; (iii) Cause, permit or allow the Property Company to sell, exchange, lease, mortgage, pledge or otherwise transfer all or any portion of its interest in all or substantially all of the Companies or any of the Properties; (iv) Cause, permit or allow any of the Companies, or either general partner of any of the Companies, to sell, exchange, lease, mortgage, pledge or otherwise transfer all or any portion of any of their respective interests in all or substantially all of the Properties; (v) Cause, permit or allow the Partnership to refinance any indebtedness secured by mortgages encumbering all or substantially all of the Properties, to increase or decrease the amount of such mortgage indebtedness other than by required amortization of principal, or otherwise to incur indebtedness other than in the ordinary course of the Partnership's business; (vi) Change the nature of the Partnership's business; (vii) Transfer their Partnership Interests to a person other than an existing General Partner; (viii) Admit one or more successor or additional general partners to the Partnership; (ix) Cause the Partnership to merge with or into any other entity; or (x) Take any action, or cause, permit or allow the Partnership, the Property Company or any of the Companies to take any action, in respect of the Properties (other than as provided in clause (v), above) which would result in any adverse tax effect to any of the Original Limited Partners.
Sample 1
Limitation on General Partner’s Authority. Notwithstanding the foregoing, the General Partner shall not, without the consent of a majority in interest of the Partners who are not Affiliates of the General Partner: (a) authorize the Partnership to increase the amounts payable to Affiliates of the General Partner under the Management Contract, except as provided in the Management Contract; (b) transfer its interest in the Partnership, except as provided in Article Eight below; or (c) authorize the Partnership to voluntarily liquidate or dissolve, except as provided in Article Ten below.
Sample 1
Limitation on General Partner’s Authority. Notwithstanding the foregoing, the General Partner shall not, without the consent of a majority in interest of the Partners who are not Affiliates of the General Partner: (a) authorize the Partnership to increase the amounts payable to Affiliates of the General Partner under the Management Contract, except as provided in the Management Contract; (b) transfer its interest in the Partnership, except as provided in Article Eight below; (c) authorize the Partnership to sell or otherwise dispose of in a single transaction or series of related transactions any real or tangible personal property owned by the Partnership with a fair market value as determined in the reasonable discretion of the General Partner, in excess of $2,500,000 at the time of sale or disposition, except in connection with a liquidation of the Partnership pursuant to Article Ten below; or (d) authorize the Partnership to voluntarily liquidate or dissolve, except as provided in Article Ten below.
Sample 1

Related to Limitation on General Partner’s Authority

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  • Cooperation on Safety The Employer and Union will cooperate in continuing and perfecting regulations which will afford adequate protection to employees engaged in hazardous areas.

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  • NMHS Governance, Safety and Quality Requirements 2.1 Participates in the maintenance of a safe work environment. 2.2 Participates in an annual performance development review. 2.3 Supports the delivery of safe patient care and the consumers’ experience including participation in continuous quality improvement activities in accordance with the requirements of the National Safety and Quality Health Service Standards and other recognised health standards. 2.4 Completes mandatory training (including safety and quality training) as relevant to role. 2.5 Performs duties in accordance with Government, WA Health, North Metropolitan Health Service and Departmental / Program specific policies and procedures. 2.6 Abides by the WA Health Code of Conduct, Occupational Safety and Health legislation, the Disability Services Act and the Equal Opportunity Act.

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  • 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.

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