Management by the General Partner. Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner other than the Advisor shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership. The General Partner may not be removed by the Limited Partners.
Management by the General Partner. Except as otherwise specifically set forth in this Agreement, the General Partner shall have the rights, powers and obligations required to be vested in or assumed by a general partner of a limited partnership under the Partnership Act and otherwise as provided by Applicable Law. Except as otherwise provided by Applicable Law, or as specifically set forth in this Agreement, the General Partner is hereby vested with the full, exclusive and complete right, power and discretion to operate, manage and control the affairs of the Partnership and to make all decisions affecting Partnership affairs, as deemed necessary, appropriate or advisable by the General Partner to carry on the purposes of the Partnership. Without limiting the generality of the foregoing, all of the Partners hereby specifically agree that the General Partner may, on behalf of the Partnership, at any time, and without further notice to the Partners or the Consent of any Partner (except as otherwise provided by Applicable Law or as specifically set forth herein) consummate a reorganization of the Partnership or the Partnership’s subsidiaries or the other TPG Operating Group Partnerships. Except as expressly provided in this Agreement, the Partnership Act or otherwise as provided by Applicable Law, the day-to-day business and affairs of the Partnership and its Subsidiaries shall be managed, operated and controlled by the General Partner in accordance with the terms of this Agreement and no Limited Partners shall have management authority or rights over the Partnership or its Subsidiaries. The General Partner is, to the extent of its rights and powers set forth in this Agreement, an agent of the Partnership for the purpose of the Partnership’s and its Subsidiaries’ business, and the actions of the General Partner taken in accordance with such rights and powers, shall bind the Partnership (and no Limited Partners shall have such right) including the Limited Partners; provided that, in the case of any provision of this Agreement that explicitly requires or contemplates that the General Partner shall act in good faith or under another explicit standard, any decision or action of the General Partner under or pursuant to such provision shall be consistent with such standard and shall not be conclusive and binding upon the Limited Partners unless so consistent. Third parties dealing with the Partnership may rely conclusively upon any certificate of the General Partner to the effect that it is acting on...
Management by the General Partner. (a) Subject to the terms and provisions of this Agreement, the management and control of the business and affairs of the Partnership shall be vested solely in, and directed and exercised solely by, the General Partner. In furtherance of the activities of the Partnership, subject to the terms and provisions of this Agreement, the General Partner shall have all rights and powers, statutory or otherwise, possessed by general partners of limited partnerships under the laws of the State of Delaware.
(b) Except as otherwise expressly provided herein, the General Partner has full and exclusive power and authority to do, on behalf of the Partnership, all things that are deemed necessary, appropriate or desirable by the General Partner to conduct, direct and manage the business and other affairs of the Partnership and is authorized and empowered, on behalf and in the name of the Partnership, to carry out and implement, directly or through such agents as the General Partner may appoint, such actions and execute such documents as the General Partner may deem necessary or advisable, or as may be incidental to or necessary for the conduct of the business of the Partnership.
(c) The General Partner agrees to use its best efforts to meet all requirements of the Code and currently applicable regulations, rulings and other procedures of the Internal Revenue Service to ensure that the Partnership will be classified for United States federal income tax purposes as a partnership.
(d) The General Partner may appoint officers, managers or agents of the Partnership and may delegate to such officers, managers or agents all or part of the powers, authorities, duties or responsibilities possessed by or imposed on the General Partner pursuant to this Agreement (without limitation on the General Partner’s ability to exercise such powers, authorities or responsibilities directly at any time); provided that, notwithstanding anything herein or in any other agreement to the contrary, the General Partner may remove any such officer, manager or agent, and may revoke any or all such powers, authorities and responsibilities so delegated to any such person, in each case at any time with or without cause. The officers of the Partnership shall consist of such positions and titles that the General Partner may in its discretion designate or create, including a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Treasurer, one or more Assista...
Management by the General Partner. Subject to the provisions of this Agreement, and in accordance with the purpose of the Partnership as set forth in Section 2.3, the General Partner shall have complete and exclusive power and authority to perform acts associated with the management and control of the Partnership and its activities. In so doing, the General Partner has all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law and any action taken by the General Partner will constitute the act of and will serve to bind the Partnership. Without limiting the generality of the foregoing but subject to any limitations specifically provided in this Agreement or the Act, the General Partner has the power and authority to do the following (in its capacity as General Partner, or on behalf of the Partnership, as the General Partner deems appropriate or applicable):
(a) Purchase Tokens from the Seller in accordance with this Agreement.
(b) Subject to Section 6.4(b), receive, buy, sell, exchange, trade and otherwise deal in and with Cryptocurrencies.
(c) Employ or retain any qualified Person to perform services or provide advice on behalf of the Partnership and pay reasonable compensation therefor.
(d) Compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership, and commence or defend litigation with respect to the Partnership or any assets of the Partnership, at the Partnership’s expense.
(e) Cause the Partnership to purchase and maintain, at the Partnership’s expense, insurance coverage reasonably satisfactory to the General Partner with regard to any circumstance or condition which may affect the Partnership (including any employee or agent thereof), the General Partner in its capacity as such, any other GP Related Person in its capacity as such, or any other Person in connection with the investments/activities of the Partnership.
(f) Cause the Partnership to enter into, make and perform upon such contracts, agreements and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the investments/activities of the Partnership, including contracts, agreements, undertakings and transactions with a Partner or Person related to a Partner; provided, however, that transactions with a Partner or a Person related to a Partner for the account of the Partnership shall be on terms determined by the General Partner in good faith to be no less favorable to the Part...
Management by the General Partner. (a) Subject to the terms and provisions of this Agreement, the management and control of the business and affairs of the Partnership shall be vested solely in, and directed and exercised solely by, the General Partner. In furtherance of the activities of the Partnership, subject to the terms and provisions of this Agreement, the General Partner shall have all rights and powers, statutory or otherwise, possessed by general partners of limited partnerships under the laws of the State of Delaware.
Management by the General Partner. Except as otherwise expressly provided herein and subject to the restrictions contained in Sections 5.1, 5.6. 5.7, 6.2 and 6.6 hereof, management of the Partnership and control of its business shall be vested solely in the General Partner. Except for situations in which the approval of the Limited Partners is required by this Agreement, the Investment Agreement or by non-waivable provisions of applicable law, the General Partner shall have the exclusive right, power and discretion to manage, operate and control the Partnership, to do all things necessary or appropriate to carry on its business and purposes, including but not limited to, the right to incur and satisfy obligations relating to the formation and operation of the Partnership, and to exercise all rights and powers conferred upon the General Partner by the Delaware Act, in each case subject to the terms and conditions set forth in this Agreement. The General Partner shall have the power to delegate authority to the officers and such other employees, agents and representatives of the Partnership as it may from time to time deem appropriate and in accordance with this Agreement. Any delegation of authority by the General Partner to take any action must be approved by the General Partner in the same manner as would be required for the General Partner to take such action directly. Unless authorized to do so by this Agreement or by the General Partner, no attorney-in-fact, employee, Limited Partner or other agent of the Partnership shall have any power or authority to bind the Partnership in any way, to pledge its credit or to render it liable monetarily for any purpose.
Management by the General Partner. The General Partner shall devote --------------------------------- such time and attention, and shall diligently perform those duties, as are reasonably necessary to manage effectively the Partnership's affairs. Subject to the provisions of the Act and this Agreement, the General Partner shall have the power to perform acts necessary or appropriate for the efficient management of the Partnership including, without limitation, the right to:
(a) Acquire, manage, develop, hold, lease, improve, control, operate, and sell or otherwise dispose of property, on behalf of the Partnership;
(b) Borrow money on behalf of the Partnership or encumber Partnership property solely for the purpose of obtaining financing for the Partnership's business, and to extend or modify any obligations of the Partnership;
(c) Employ or retain any qualified person to perform services or provide advice for the benefit of the Partnership and pay reasonable compensation therefor;
(d) Compromise, arbitrate or otherwise adjust claims in favor of or against the Partnership, and commence or defend litigation with respect to the Partnership or any assets of the Partnership, at the Partnership expense;
(e) Cause the Partnership to maintain, at the Partnership's expense, insurance coverage reasonably satisfactory to the General Partner with regard to any circumstance or condition which may affect the Partnership or the liability of the General Partner in its capacity as such;
(f) Open, conduct business regarding, draw checks or other payment orders upon, and close cash, checking, custodial or similar accounts with banks or brokers on behalf of the Partnership and pay the customary fees and charges applicable to transactions in respect of all such accounts;
(g) Cause the Partnership to enter into, make and perform such contracts, agreements and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business of the Partnership, including, without limitation, contracts, agreements, undertakings and transactions with any Partner or with any other person or entity related to any Partner, provided, however, that transactions -------- ------- with such persons and entities for the account of the Partnership shall be on terms no less favorable to the Partnership than are generally afforded to unrelated third parties in comparable transactions; and
(h) Assume and exercise all powers and responsibilities granted a general par...
Management by the General Partner. The management, policy and operation of the Partnership shall be vested exclusively in the General Partner who shall perform all acts and enter into and perform all contracts and other undertakings which it deems necessary or advisable to carry out any and all of the purposes of the Partnership. Without limiting the foregoing general powers and duties, and except as is otherwise expressly set forth herein, the General Partner is hereby authorized and empowered on behalf of the Partnership and, as relevant herein, is required:
A. To enter into a Management Contract with the Management Company on the terms, including those pertaining to payment of the Management Fee, set forth in Exhibit A attached hereto; provided that such Contract may not be --------- amended without the written consent of Two-Thirds in Interest of the Limited Partners unless such Contract is amended to increase the Management Fee, in which case unanimous consent of the Limited Partners shall be required in accordance with Section 12.3.
B. To identify investment opportunities for the Partnership, negotiate and structure the terms of such investments, arrange additional financing needed to consummate such investments and monitor such investments.
C. To invest the assets of the Partnership in the securities of any organization, domestic or foreign, without other limitation as to kind and without other limitation as to marketability of the securities, and pending such investment, to invest the assets of the Partnership in Temporary Investments.
D. To exercise all rights, powers, privileges and other incidents of ownership with respect to the Portfolio Securities, including, without limitation the voting of such Portfolio Securities, the approval of a restructuring of an investment, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings, and other similar matters.
E. To sell, transfer, liquidate or otherwise terminate investments made by the Partnership.
F. To employ or consult brokers, accountants, attorneys, or specialists in any field of endeavor whatsoever, including such persons or firms who may be Partners, provided, however, that no Affiliate of the General Partner may be hired or employed without the approval of Two-Thirds in Interest of the Limited Partners.
G. To deposit any funds of the Partnership in any bank or trust company or money market fund provided that, in the case of any bank or trust company such...
Management by the General Partner. The General Partner shall devote such time and attention, and shall diligently perform those duties as are reasonably necessary to manage effectively the Partnership's business; provided, that to the extent not inconsistent with the foregoing requirements of this Section 6.2 or the Investment Management Agreement, the General Partner shall be permitted to conduct other affairs as described in Section 6.5.
Management by the General Partner. Subject to the provisions of this Agreement, and in accordance with the purpose of the Partnership as set forth in Section 2.3, the General Partner shall have complete and exclusive power and authority to perform acts associated with the management and control of the Partnership and its activities. In so doing, the General Partner has all of the rights and powers of a general partner as provided in the Act and as otherwise provided by law and any action taken by the General Partner will constitute the act of and will serve to bind the Partnership. Without limiting the generality of the foregoing but subject to any limitations specifically provided in this Agreement or the Act, the General Partner has the power and authority to do the following (in its capacity as General Partner, or on behalf of the Partnership, as the General Partner deems appropriate or applicable):
