Limitations on Authority of Committee and the General Partners Sample Clauses

Limitations on Authority of Committee and the General Partners. (a) Notwithstanding anything herein to the contrary, the Partnership shall not, after the date hereof, sign or enter into any agreement or agreements between the Partnership and any Partner, any Upper Tier Partner, any direct or indirect corporate parent thereof, any strategic equity investor in SS/L (consisting as of December 31, 1994 of Aerospatiale Societe Nationale Industrielle, Alcatel Espace, Finmeccanica and Daimler-Benz Aerospace AG) or any of their respective Affiliates which, in the aggregate, involve payments or receipts in excess of $1,000,000 unless the terms and conditions thereof have been approved with the Consent of the Disinterested Partners. The Partnership hereby warrants that it has not entered into any such contracts during the period from March 23, 1994 to December 31, 1994, except for the agreements itemized in the Subscription Agreements and those contracts set forth on Schedule B hereto, which are hereby authorized and approved and, if required, are consented to. The Partnership shall report to the Partners no less frequently than annually on the terms and conditions of any such contracts that would, but for the $1,000,000 limitation referred to above, require such approval.
Sample 1
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Limitations on Authority of Committee and the General Partners. (a) Notwithstanding anything herein to the contrary, the Partnership shall not, after the date hereof, sign or enter into any agreement or agreements between the Partnership and any Partner, any Upper Tier Partner, any direct or indirect corporate parent thereof, any strategic equity investor in SS/L (currently consisting of Aerospatiale Societe Nationale Industrielle, Alcatel Espace, Finmeccanica and Daimler-Benz
Sample 1

Related to Limitations on Authority of Committee and the General Partners

  • Restrictions on the General Partner’s Authority Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of this Agreement, including, without limitation:

  • Limitations on Authority (a) The authority of the Member over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

  • Restrictions on Authority (a) Notwithstanding any other Section of this Agreement, the General Partner shall have no authority to perform any act in violation of any applicable law, Agency or other government regulations, the requirements of any Lender, or the Project Documents. In the event of any conflict between the terms of this Agreement and any applicable Regulations or requirements of any Lender, the terms of such Regulations or the requirements of such Lender, as the case may be, shall govern. Subject to the provisions of Section 6.2(b), the General Partner, acting in its capacity as General Partner, shall not have the authority, without the Consent of the Special Limited Partner:

  • Rights Obligations and Powers of the General Partner 6.1 Management of the Partnership.

  • Organization; Authority; Qualification Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has the corporate power and authority to own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware) is Delaware.

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Incorporation; Authorization; Etc Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has full corporate power to execute and deliver this Agreement, to perform its respective obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance of Parent’s and Merger Sub’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate or other proceedings on the part of Parent and Merger Sub, their respective Boards of Directors and their respective stockholders or members. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not (a) violate any provision of the charter or by-laws or similar organizational instrument of Parent, Merger Sub or any of their respective Subsidiaries, or (b) violate any provision of, or be an event that is (or with the passage of time will result in) a violation of, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under, or result in the imposition of any Lien upon any of Parent’s, Merger Sub’s or any of their respective Subsidiaries’ assets or properties pursuant to, any Lien, lease, agreement, instrument, order, arbitration award, judgment or decree to which Parent, Merger Sub or any of their respective Subsidiaries is a party or by which Parent, Merger Sub or any of their respective Subsidiaries is bound. This Agreement has been duly executed and delivered by Parent and Merger Sub, and, assuming the due execution hereof by the Company, this Agreement constitutes the legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in proceedings at law or in equity).

  • 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:

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