LIMITS ON GENERAL PARTNER'S POWERS. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not cause or permit the Partnership to:
(i) acquire any assets other than as expressly provided herein;
(ii) do any act which would make it impractical or impossible to carry on the ordinary activity of the Partnership as set forth in Section 2.3;
(iii) possess Partnership property for other than a Partnership purpose;
(iv) admit a Person as a Partner, except as expressly provided in this Agreement;
(v) make any advances of funds to the General Partner or its Affiliates, other than such as represented by the Affiliate Investment Instruments;
(vi) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(vii) engage in any activity that is not consistent with the purposes of the Partnership, as set forth in Section 2.3;
(viii) without the written consent of the Holders of 66-2/3% in liquidation preference of the Partnership Preferred Securities, have an order for relief entered with respect to the Partnership or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of the Partnership's property, or make any assignment for the benefit of creditors of the Partnership; or
(ix) borrow money or become liable for the borrowings of any third party or to engage in any financial or other trade or business.
LIMITS ON GENERAL PARTNER'S POWERS. Notwithstanding anything in this Agreement to the contrary, the General Partner shall not:
(a) without the prior consent of the specific act by all the Limited Partners given in this Agreement or by other written instrument executed and delivered by all the Limited Partners subsequent to the date of this Agreement, cause or permit the Partnership to knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction.
(b) without the prior consent of the specific act by a Majority-in-Interest of the Limited Partners, cause or permit the Partnership to:
(i) merge, sell, exchange, lease, mortgage, pledge or otherwise transfer all or a substantial part of the assets of the Partnership other than in the ordinary course of the business of the Partnership;
(ii) transfer or assign rights in the Partnership’s property for other than a Partnership purpose;
(iii) incur indebtedness other than in the ordinary course of the business of the Partnership;
(iv) change the nature of the business of the Partnership;
(v) commit any voluntary act of bankruptcy;
(vi) engage in transactions in which the General Partner has an actual or potential conflict of interest with the Limited Partners in the Partnership
(vii) merge or consolidate with any other entity;
(viii) admit new Partners except as specifically provided for in this Agreement;
(ix) adopt or change a significant tax or accounting practice or principle of the Partnership, any significant tax or accounting election, or the adoption of any position for purposes of any tax return that will have a Material Adverse Effect on any Partner (unless the making of such election is expressly contemplated by this Agreement); or
(x) change the fiscal year or change the independent accountants of the Partnership.
LIMITS ON GENERAL PARTNER'S POWERS. (a) Anything in this Agreement to the contrary notwithstanding, the General Partner (or, upon appointment pursuant to Section 6.2(h), the Special Representative) shall not cause or permit Citizens Capital to:
(i) acquire any assets other than as expressly provided herein;
(ii) do any act which would make it impractical or impossible to carry on the ordinary business of Citizens Capital;
(iii) possess Partnership property for other than a Partnership purpose;
(iv) admit a Person as a Partner, except as expressly provided in this Agreement;
(v) make any loans to the General Partner or its Affiliates, other than loans represented by the Convertible Debentures;
(vi) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(vii) engage in any activity that is not consistent with the purposes of Citizens Capital, as set forth in Section 2.3;
(viii) without the written consent of 66-2/3% in Liquidation Preference of the Partnership Preferred Securities have an order for relief entered with respect to Citizens Capital or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of Citizens Capital's property, or make any assignment for the benefit of creditors of Citizens Capital; or
(ix) borrow money or become liable for the borrowings of any third party or to engage in any financial or others trade or business.
(b) So long as the Convertible Debentures are held by Citizens Capital, the General Partner shall not:
(i) direct the time, method and place of conducting any proceeding for any remedy available to the Special Representative, or exercising any trust or power conferred on the Special Representative with respect to the Convertible Debentures,
(ii) waive any past default which is waivable under the Convertible Debentures,
(iii) exercise any right to rescind or annul a declaration that the principal of all the Convertible Debentures shall be due and payable,
(iv) consent to any amendment, modification or termination of the Convertible Debentures or of the Indenture without, in each case, obtaining the prior approval of the Holders of not less than 66-2/3% in Liquidation Preference of the Partnership Preferred Securities; provided, howe...
LIMITS ON GENERAL PARTNER'S POWERS. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not cause or permit the Partnership to:
(i) acquire any assets other than as expressly provided herein;
(ii) do any act which would make it impractical or impossible to carry on the ordinary activity of the Partnership as set forth in Section 2.3;
(iii) possess Partnership property for other than a Partnership purpose;
(iv) admit a Person as a Partner, except as expressly provided in this Agreement;
(v) make any advances of funds to the General Partner or its Affiliates, other than such as represented by the Affiliate Investment Instruments;
(vi) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(vii) engage in any activity that is not consistent with the purposes of the Partnership, as set forth in Section 2.3;
LIMITS ON GENERAL PARTNER'S POWERS. (a) Anything in this Agreement to the contrary notwithstanding, the General Partner shall not cause or permit the Partnership to:
(i) acquire any assets other than as expressly provided herein;
(ii) do any act that would make it impractical or impossible to carry on the ordinary business of the Partnership;
(iii) possess Partnership property other than for a Partnership purpose;
(iv) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(v) engage in any activity that is not consistent with the purposes of the Partnership, as set forth in Section 2.3; or
(vi) borrow money or become liable for the borrowings of any third party or to engage in any financial or other trade or business.
(b) The General Partner shall not revoke any action previously authorized or approved by a vote of such Holders except by subsequent vote of the Holders of not less than 66 2/3% in Liquidation Preference of the Preferred Securities of such series.
LIMITS ON GENERAL PARTNER'S POWERS. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not cause or permit the Partnership to:
(i) Make any loans to the General Partner or any Affiliates.
(ii) Pay for any services performed by the General Partner and and Affiliates, except as provided in Section 15.11, nor shall they participate in reciprocal business arrangements which shall circumvent this prohibition.
(iii) Commingle the Partnership's funds with those of any other other person or employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of the Partnership (except to the extent that funds are temporarily retained by property managers).
LIMITS ON GENERAL PARTNER'S POWERS. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not, without the prior consent of, as applicable, (i) a Majority in Interest of the Xxxxxxx Limited Partners; provided that a Disposition Transaction has not occurred and (ii) a Majority in Interest of the Xxxxxxx Transferee Limited Partners, cause or permit the Partnership to:
(a) modify, alter or amend in any material respect the property management operations, taken as a whole, as conducted by the Partnership as of the date hereof, including the ordinary course business practices regarding allocations of costs and expenses set forth on Exhibit A attached hereto;
(b) commence a voluntary case under title 11 of the United States Code or the corresponding provisions of any successor laws; take any action to appoint, or take any action to make an assignment of all or substantially all of its assets to, a custodian (as that term is defined in title 11 of the United States Code or the corresponding provisions of any successor laws), trustee or receiver for, or creditors of, it or all or substantially all of its assets;
(c) incur indebtedness for borrowed money other than Permitted Indebtedness;
(d) modify, alter or amend the Partnership’s significant accounting policies if such modification, alteration or amendment would result in a material adverse effect upon the interests of the Limited Partners, except as required to comply with GAAP, the accounting practices of applicable self-regulatory or governmental regulatory authorities, including the Securities and Exchange Commission, or the independent accountants of the Partnership; or
(e) issue any additional general partnership or limited partnership interests except in accordance with the terms of this Agreement.
LIMITS ON GENERAL PARTNER'S POWERS. (a) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not, without the written consent or ratification of the specific act by all the Limited Partners, cause or permit the Partnership to:
(i) do any act which would make it impossible to carry on the ordinary business of the Partnership;
(ii) possess Partnership property, or assign Partnership property, for other than a Partnership purpose;
(iii) admit a Person as a Partner, except as provided in this Agreement;
(iv) make any loans to the General Partner or its Affiliates or any of their respective officers, directors or employees; or
(v) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction.
(b) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not, without written consent or ratification of the specific act by a Majority-in-Interest of the Limited Partners or the Advisory Committee, cause or permit the Partnership:
LIMITS ON GENERAL PARTNER'S POWERS. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not cause or permit the Partnership to:
(a) acquire any assets other than as expressly provided herein;
(b) do any act which would make it impractical or impossible to carry on the ordinary activity of the Partnership as set forth in Section 2.3;
LIMITS ON GENERAL PARTNER'S POWERS. Anything in this Agreement to the contrary notwithstanding, the General Partner shall not cause or permit the Partnership to
(a) acquire any assets other than as expressly provided herein;
(b) possess Partnership property for other than a Partnership purpose;
(c) admit a Person as a partner of the Partnership, except as expressly provided in this Agreement;
(d) make any loans to the General Partner or its Affiliates, other than loans represented by the Junior Subordinated Debentures or other similar debt instruments of Textron;
(e) perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
(f) engage in any activity that is not consistent with the purposes of the Partnership, as set forth in Section 1.3;
(g) confess a judgment against the Partnership;
(h) without the written consent of a Majority in liquidation preference of the outstanding Preferred Securities, have an order for relief entered with respect to the Partnership or commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, 36 41 or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of the Partnership's property, or make any assignment for the benefit of creditors of the Partnership; it being understood that nothing in this paragraph (h) is to affect the ability of the Partnership to dissolve pursuant to this Agreement; or
(i) subject to Section 1.3, borrow money or become liable for the borrowings of any third party or engage in any financial or other trade or business.
