Limitations on General Partner’s Authority. The General Partner shall have all the rights and powers and be subject to all the responsibilities and the liabilities of a partner in a partnership without limited partners, except that neither the General Partner nor any of its Affiliates shall have the authority to: 8.
Limitations on General Partner’s Authority. Except with the consent of all other Partners, nothing in this Agreement shall authorize the General Partner to:
(a) Manage the affairs or business of the Partnership in a manner contrary to this Agreement;
(b) Sell, trade, give or otherwise alienate the Partnership’s Assets except in the ordinary course of business or in a liquidation;
(c) Negligently do any act that would subject any Limited Partner to liability as a general partner in any jurisdiction or that would cause the Partnership to be classified as other than a partnership for federal income tax purposes; and
(d) Except in the ordinary course of business, cause the Partnership to borrow money without the consent of the other Partners, which consent shall not be unreasonably withheld.
Limitations on General Partner’s Authority. Notwithstanding the grant of authority to the General Partner pursuant to Section 3.1, none of the following actions shall be approved by the General Partner or any officer of the Partnership, without first having obtained the prior written consent of the Limited Partner, pursuant to the terms of the Operating Agreement of the Limited Partner thereof:
(a) Mergers or consolidations involving the Partnership, whether or not the Partnership is the surviving entity;
(b) Sale of all or substantially all of the assets of the Partnership (whether effected by sale of assets, equity exchange or otherwise);
(c) Subject to Section 17-802 of the Act, dissolution of the Partnership; or
(d) Admit a new partner under Section 6.1. Except as specifically set forth in this Section 3.2, the Limited Partner shall not participate in the management, control or direction of the Partnership's operations, business or affairs, transact any business for the Partnership, or have the power to act for or on behalf of or to bind the Partnership, such powers being vested solely and exclusively in the General Partner.
Limitations on General Partner’s Authority. The General Partner shall not have authority to do any act in contravention of this Agreement.
Limitations on General Partner’s Authority. (a) The General Partner shall not take any of the following actions unless such action has been approved or authorized by a Limited Partner Majority:
(i) any act contrary to an earlier binding decision of a Limited Partner Majority; or
(ii) any other act which by any other provision of this Agreement is required to be approved or authorized by a Limited Partner Majority.
(b) The General Partner shall not take any action required by any provision of this Agreement or by law to be approved or authorized by all of the Partners unless such action has been so approved or authorized by all of the Partners.
(c) The General Partner shall have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Partnership.
Limitations on General Partner’s Authority. The General Partner shall not have authority to:
(a) Do any act in contravention of this Agreement or the Act;
(b) Do any act in contravention of the mortgages and the loan documents related to the Partnership’s property, any regulatory agreements, or any other documents recorded against the Partnership property;
(c) File any voluntary petition for the Partnership under the federal Bankruptcy Act, or seek the protection of any other federal or state bankruptcy or insolvency law or debtor relief statute, without a majority vote; or
(d) Confess a judgment against the Partnership.
Limitations on General Partner’s Authority. Without the concurrence of a Majority-in-Interest, the General Partner has no authority to:
(a) amend this Agreement in any respect that adversely affects the rights of the Limited Partners;
(b) do any act in contravention of this Agreement;
(c) do any act which would make it impossible to carry on the ordinary business of the Partnership;
(d) confess a judgment against the Partnership;
(e) possess Partnership property or assign the rights of the Partnership in property for other than a partnership purpose;
(f) admit a person as a General Partner;
(g) voluntarily withdraw as General Partner unless such withdrawal would not affect the tax status of the Partnership and would not materially adversely affect the Limited Partners;
(h) sell, pledge, refinance, or exchange all or substantially all of the assets of the Partnership;
(i) dissolve the Partnership;
(j) cause the merger or other reorganization of the Partnership;
(k) grant to the General Partner or any of its Affiliates an exclusive right to sell any Partnership assets;
(l) receive or permit the General Partner or any Affiliate of the General Partner to receive any insurance brokerage fee or write any insurance policy covering the Partnership or any Partnership property;
(m) receive from the Partnership a rebate or participate in any reciprocal business arrangement which would enable the General Partner or any of its Affiliates to do so;
(n) commingle the Partnership's assets with those of any other Person;
(o) use or permit another to use the Partnership's assets in any manner, except for the exclusive benefit of the Partnership;
(p) pay or award, directly or indirectly, any commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of Units; provided, however, that this clause shall not prohibit the normal sales commissions payable to a registered broker-dealer or other properly licensed person for selling Units; or
(q) receive, directly or indirectly, a commission or fee (except as permitted under Article IX. of this Agreement) in connection with the reinvestment or distribution of Net Proceeds.
Limitations on General Partner’s Authority. Except with the consent of all other Partners, nothing in this Agreement shall authorize the General Partner to:
(a) Manage the affairs or business of the Partnership in a manner contrary to this Agreement;
(b) Sell, trade, give or otherwise alienate the Partnership’s Assets except in the ordinary course of business or in a liquidation;
(c) Negligently do any act that would subject any Limited Partner to liability as a general partner in any jurisdiction or that would cause the Partnership to be classified as other than a partnership for federal income tax purposes; and [WP: JGC/ACT, L.P. L. PARTNERSHIP] 1-DEC-91
(d) Except in the ordinary course of business, cause the Partnership to borrow money without the consent of the other Partners, which consent shall not be unreasonably withheld.
Limitations on General Partner’s Authority. The General Partners shall not: (a) do any act in contravention of this Agreement; (b) do any act which would make it impossible to carry on the ordinary business of the Partnership; (c) possess Properties, or assign the Partnership's rights in any Properties, for other than a Partnership purpose; (d) confess a judgment against the Partnership; (e) sell or transfer all or substantially all of the Partnership assets without the prior consent of amajority in interest of Limited Partners' Capital; (f) admit a person as a General Partner except as provided in this Agreement; (g) admit a person as a Limited Partner except as provided in this Agreement; or (h) contract away the fiduciary duty owed to the Limited Partners under the common law of any applicable jurisdiction.
Limitations on General Partner’s Authority. Notwithstanding anything to the contrary herein contained, without in each instance receiving the prior written consent of Partners owning an aggregate Percentage Interest in the Partnership of 51% or more, the General Partner shall not have the authority to, and the General Partner covenants and agrees that it will not sell, lease, assign, exchange or otherwise transfer all or substantially all of the assets of the Partnership.
