Limitations on Authority of Limited Partners Sample Clauses

Limitations on Authority of Limited Partners. Subject to Article 13, no Partner other than the General Partner shall be entitled to (a) take part in the administration, management, control or operation of the business of the Partnership, (b) transact any business on behalf of the Partnership or make any commitment on behalf of or otherwise obligate or bind the Partnership, (c) in its capacity as a Partner, make any commitment on behalf of or otherwise obligate or bind any other Partner, or (d) in its capacity as Partner, be a party to any litigation involving a claim by or against the Partnership other than in respect of its rights and obligations as Limited Partner.
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Limitations on Authority of Limited Partners. No Limited Partner, in such capacity, shall: (a) be or purport to be entitled to take part in the management or control of the Limited Partnership Business; (b) have or purport to have the right, power or authority to act as agent for or on behalf of the Limited Partnership or any other Partner; (c) be or purport to be entitled to transact any business on behalf of the Limited Partnership or make any commitment on behalf of or otherwise obligate or bind the Limited Partnership; (d) be or purport to be entitled, as such, to make any commitment on behalf of or otherwise obligate or bind any other Partner; (e) purport to be capable, on behalf of the Limited Partnership, of being a party to any litigation involving a claim by or against the Limited Partnership, other than in respect of the Limited Partner's rights and obligations as a Limited Partner; or (f) register or permit any lien, charge, security interest or other encumbrance of any kind whatsoever to be registered, recorded or remain undischarged against any property of the Limited Partnership.
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Limitations on Authority of Limited Partners. No Limited Partner in his or its capacity as a Limited Partner, except to the extent permitted by law, shall: (a) take part in the control or management of the business or other undertaking of the Partnership or exercise any power in connection therewith; (b) execute any documents which binds or purports to bind any other Partner or the Partnership; (c) hold itself out as having the power to act for or to undertake any obligation or responsibility on behalf of any other Partner or the Partnership; (d) have any authority to undertake any obligation or responsibility on behalf of the Partnership; except that the General Partner may do all of the foregoing in its capacity as General Partner on behalf of the Partnership notwithstanding that it or any shareholder, director, or officer thereof may also be a Limited Partner.
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Limitations on Authority of Limited Partners. No Partner except the General Partner shall or shall be entitled to: (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) purport to have 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 or otherwise in connection with any interest in the Project or other property of the Partnership, whether real or personal, or register, or permit to be filed or registered or remain undischarged, against the Project any lien or charge in respect of the interest of such Partner in the Partnership; or (f) compel a partition, judicial or otherwise, of any of the property of the Partnership distributed to the Partners in kind.
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Limitations on Authority of Limited Partners. No Partner except the General Partner will: (a) be entitled to take part in the management of the Business; (b) execute any document which binds or purports to bind the Partnership or any other Partner as such; (c) have or purport to have 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) be entitled to commence, defend or settle any action(s) or proceedings(s) in connection with any interest in any property of the Partnership, or register, or permit to be filed or registered or remain un-discharged against any property of the Partnership, any lien or charge in respect of the Interest of such Partner; or (f) except as provided in Section 8.9, be entitled to call for a General Meeting.
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Limitations on Authority of Limited Partners. No Limited Partner will or will be entitled to: (1) take part in the administration, operation, management or control of the business of the Partnership; (2) transact any business on behalf of the Partnership or make any commitment on behalf of, or otherwise obligate or bind, the Partnership; (3) execute any document which binds or purports to bind the Partnership or any other Partner; (4) purport to have the power or authority to bind the Partnership or any other Partner; (5) have any authority to undertake any obligation or responsibility on behalf of the Partnership; (6) bring any action for partition or sale or otherwise in connection with any interest in any of the property and assets of the Partnership, whether real or personal, or file or register or permit to be filed or registered or remain undischarged, against any of the property and assets of the Partnership, any Charge in respect of the interest of such Partner in the Partnership; or (7) compel a partition, judicial or otherwise, of any of the property and assets of the Partnership distributed to the Partners in kind. Any act taken by an officer or employee of the Limited Partner in respect of the matters referred to in sub- sections (1), (2), (3) or (4) above by such officer or employee of the Limited Partner, but not in his or her capacity as such, will not be considered to be a contravention of any such sub section.
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Limitations on Authority of Limited Partners. Unless otherwise specifically provided in this agreement, no Limited Partner in its capacity as a limited partner, except to the extent permitted by law, 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 or take any action which binds or purports to bind any other Partner or the Partnership; (c) hold 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; or (e) bring any action for petition 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.
Sample 1
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Limitations on Authority of Limited Partners. No Partner, except the General Partner, will: (a) be or purport to be entitled to take part in the control of the business of the Limited Partnership; (b) be or purport to be entitled to transact any business on behalf of the Limited Partnership or make any commitment on behalf of or otherwise obligate or bind the Limited Partnership; (c) otherwise than by voting on a resolution of the Partners, be or purport to be entitled, as such, to make any commitment on behalf of or otherwise obligate or bind any other Partner; or (d) be capable of being a party to any litigation involving a claim by or against the Limited Partnership other than in respect of its rights and obligations as a Limited Partner.
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Limitations on Authority of Limited Partners. No Limited Partner may or will, in the capacity of a Limited Partner:
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Related to Limitations on Authority of Limited Partners

  • Limitations on Authority The authority of the Board 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.

  • Representation on Authority of Parties/Signatories Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.

  • Limitation on Authority A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However, upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments.

  • Rights of Limited Partners Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership. Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

  • Limitations on License (a) This license is not assignable or transferable by operation of law or otherwise, except upon the express written consent of the parties, but no assignment shall relieve the parties of their respective obligations as to performances rendered, acts done and obligations incurred prior to the effective date of the assignment. (b) This license authorizes performances by means of “Mechanical Music” only; this license does not authorize live performances. (c) This license is strictly limited to the theater or production venue where each Community Theatre Production is presented, and does not authorize any performances other than those made at the theatre or production venue premises. (d) This license does not authorize the broadcasting, telecasting or transmission by wire, Internet, webcasting, or on-line service, or otherwise of renditions of musical compositions in the ASCAP repertory to persons outside of the theatre premises where each Community Theatre Production shall be presented. (e) This license is limited to non-dramatic performances, and does not authorize any dramatic performances. For purposes of this Agreement, a dramatic performance shall include, but not be limited to, the following: (i) performance of a “dramatico-musical work” in its entirety; (ii) performance of one or more musical compositions from a “dramatico-musical work” accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken; (iii) performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action or visual representation; (iv) performance of a concert version of a “dramatico-musical work”; The term “dramatico-musical work” includes, but is not limited to, a musical comedy, opera, play with music, revue or ballet. (f) ASCAP reserves the right at any time to withdraw from its repertory and from operation of this license, any musical work as to which any suit has been brought or threatened on a claim that such composition infringes a composition not contained in ASCAP’s repertory, or on a claim that ASCAP does not have the right to license the performing rights in such composition. (g) This license does not authorize any performance by means of a coin-operated phonorecord player (jukebox) for which a license is otherwise available from the Jukebox License Office. (h) This license is limited to the United States, its territories and possessions, and Puerto Rico.

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

  • Liability of Limited Partners Except as provided in the following sentence, notwithstanding the provisions hereof for the allocation of the Partnership’s net losses and for the distribution of cash to the Partners by the Partnership, the Limited Partners shall not be responsible or obligated to any third parties for any debts or liabilities of the Partnership in excess of such Limited Partner’s unrecovered contributions to the capital of the Partnership and such Limited Partner’s share of any undistributed profits of the Partnership.

  • Limitations on Actions Any action brought under this Contract, except an action for breach of warranty, shall be brought within the shorter of the statutory limitations period and the period of three years from the date of final payment without any tolling of this statutory limitations period for any reason whatsoever.

  • Limitation on Liability of Limited Partners No Limited Partner shall be liable for any debts, liabilities, contracts or obligations of the Partnership. A Limited Partner shall be liable to the Partnership only to make payments of its Capital Contribution, if any, as and when due hereunder. After its Capital Contribution is fully paid, no Limited Partner shall, except as otherwise required by the Act, be required to make any further Capital Contributions or other payments or lend any funds to the Partnership.

  • 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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