Management Power. The General Partner shall have exclusive management and control of the business and affairs of the Partnership, and all decisions regarding the management and affairs of the Partnership shall be made by the General Partner. The General Partner shall have all the rights and powers of general partner as provided in the Act and as otherwise provided by law. Except as otherwise expressly provided in this Agreement, the General Partner is hereby granted the right, power and authority to do on behalf of the Partnership all things which, in its sole judgment, are necessary, proper or desirable to carry out the aforementioned duties and responsibilities, including but not limited to, the right, power and authority from time to time to do the following:
(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations and the securing of same by mortgage, deed of trust or other lien or encumbrance;
(b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;
(c) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership, or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (c) being subject, however, to any prior approval that may be required in accordance with this Agreement);
(d) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement including, without limitation, the financing of the conduct of the operations of the Partnership, the lending of funds to other Persons, and the repayment of obligations of the Partnership;
(e) the negotiation, execution and performance of any contracts, conveyances or other instruments (including, without limitation, instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than woul...
Management Power. Subject to Sections 6.9 and 6.12, the Managing General Partner shall have full, exclusive and complete discretion, power and authority in the management and control of the business of the Partnership, shall make all decisions affecting the business of the Partnership, and may do or cause to be done any and all acts it deems necessary or appropriate to accomplish the purposes of the Partnership. Any Person dealing with the Managing General Partner shall not be required to determine or inquire into the authority and power of the Managing General Partner to bind the Partnership and to execute, acknowledge, deliver and perform obligations under any and all documents. The expression of any power or right of the Managing General Partner in this Agreement shall not limit or exclude any other power or right which is not specifically or expressly set forth in this Agreement or the Delaware Act. Except as expressly provided to the contrary in this Agreement, MLR and its successors as Managing General Partner shall manage all of the affairs of the Partnership without the need for the concurrence of the Special General Partner, notwithstanding any reference in this Agreement to General Partners.
Management Power. The Managing General Partner shall have exclusive discretion in the management and control of the business of the Partnership, shall make all decisions affecting the business of the Partnership, shall act as tax matters partners for the Partnership and may take such actions as it deems necessary or appropriate to accomplish the purposes of the Partnership as set forth herein. The Managing General Partner shall be Xxxx MGP, Inc. ("MGP"), a Delaware corporation and any successor to MGP which becomes Managing General Partner of the Partnership pursuant to this Agreement. If there is no successor to MGP which becomes Managing General Partner pursuant to this Agreement, then the Equity General Partner shall be Managing General Partner until a meeting of the Partners can be convened to elect a Person to serve as Managing General Partner hereunder. When such election takes effect, the Equity General Partner shall cease to serve as Managing General Partner. The Equity General Partner shall be Xxxx EGP, Inc. ("EGP"), a Delaware corporation, and any successor to EGP which becomes Equity General Partner pursuant to this Agreement. The purposes of the Equity General Partner as a General Partner hereunder shall be solely to continue the business of the Partnership and to serve as Managing General Partner until an election is held in the event there is no successor Managing General Partner pursuant to this Agreement and, together with the Managing General Partner, to initially have and to maintain sufficient assets in order to ensure, to the extent possible, that the Partnership will be treated as a partnership, rather than an association taxable as a corporation for federal income tax purposes.
Management Power. The Litigation Trustee shall have control and authority over the Trust Assets, over the management and disposition thereof, and over the management of the Trust to the same extent as if the Litigation Trustee were the sole owner thereof in its own right.
Management Power. Except as otherwise expressly provided herein, the Partners shall have equal power and authority to make all decisions relating to the management and control of the Venture business and properties; provided, however , that unanimous agreement of the Partners shall be required to:
6.2.1 expend any of the Venture's capital and profits in furtherance of the Venture's business;
6.2.2 sell, pledge, hypothecate, dispose of, trade, exchange, quitclaim, surrender or release Venture properties or interests therein;
6.2.3 loan money to the Venture or borrow money from third Persons for, in the name of and on behalf of the Venture; provided, however, that it shall be solely the decision of GIC whether the Venture shall exercise rights to borrow funds which are set forth in a letter from Robert A. Naify to Britt Evaxx xxxxx Xxxxxxer 20, 0000 xxxating to a stand-by loan commitment, a copy of which is attached hereto as Exhibit B;
6.2.4 adjust, compromise, settle or refer to arbitration any claim in favor of or against the Venture, and institute, prosecute and defend any legal action or proceeding or any arbitration proceeding;
6.2.5 purchase any goods or equipment other than ordinary business supplies intended for routine office use.
Management Power. The business and affairs of CBG-NATO will be managed by the Managing Director, who is selected by and reports to the Chair and Vice Chair of NATO’s Independent Theatre Owners Committee. Except as otherwise provided in this Agreement, the Participants hereby grant and delegate to the Managing Director the right, power and authority to do on behalf of CBG-NATO all things which, in his or her judgment, in consultation as appropriate with the Chair and Vice Chair of the Independent Theatre Owners Committee, are necessary, proper or desirable to further the purposes of CBG-NATO, including but not limited to the right, power and authority to do the following:
(1) conduct special meetings among Approved Vendors and/or Participants for any lawful purpose in furtherance of the Program;
(2) conduct negotiations with potential vendors, which in the Managing Director’s judgment may further the purposes of CBG-NATO and the Program, whether or not such negotiations lead to the best possible deal that could have been obtained;
(3) solicit and sell advertising for the CBG-NATO website and/or in CBG- NATO newsletters, to vendors interested in selling goods and services to CBG-NATO members
(4) put questions to a vote of CBG-NATO Participants as necessary to carry out the goals of CBG-NATO, provided that no additional assessments will be issued without a vote of CBG-NATO Participants;
(5) refuse, in consultation with counsel for NATO and in conformity with NATO’s Antitrust Compliance Policy, to disclose to any Participant confidential information which would tend to restrict competition in any manner among Participants or within the motion picture theatre industry generally;
(6) cause the assets of CBG-NATO to be used in any manner which, in the Managing Director’s judgment, may further the purposes of CBG-NATO and the Program;
(7) delegate any of the foregoing to CBG-NATO staff; and
(8) determine that a triggering event, as described hereunder, warrants termination of a Participant’s participation in CBG-NATO, and terminating such Participant’s participation after providing to the Participant notice and an opportunity to be heard.
Management Power. 7 4.3 Commingling of Trust Assets ........................................................10 4.4
Management Power. Except as otherwise expressly limited in this Trust Agreement or the Plan, the Trustee shall have control and ' authority over the Trust Assets, including the Avoidance Actions and other Causes of Action that are Trust Assets, over the management and disposition thereof (including any transfer of Trust Assets that does not constitute a disposition) and over the management of the Trust to the same extent as if the Trustee was the sole owner thereof in its own right. Except as provided in the Plan, or otherwise specified in the Trust Agreement, the Trustee need not obtain the order or approval of any court in the exercise of any power or discretion conferred hereunder, or account to any court in the absence of a breach of trust. The Trustee shall exercise its judgment for the benefit of the Beneficiaries in order to maximize the value of Distributions, giving due regard to the cost, risk, and delay of any course of action. In connection with the management and use of the Trust Assets, the Trustee's powers, except as otherwise expressly limited in this Trust Agreement, shall include, but shall not be limited to, the following:
(i) to accept the Trust Assets, to pursue the liquidation and marshaling of the Trust Assets, and to preserve and protect the Trust Assets;
(ii) to reconcile, settle, or object to Claims against Debtor and to prosecute, settle, or abandon the Avoidance Actions and other Causes of Action that are Trust Assets against third parties;
(iii) to make or cause to be made Distributions of Available Cash at least annually in accordance with the terms of this Trust Agreement and the Plan;
(iv) to liquidate and distribute Trust Assets or any part thereof or any interest therein, and to dispose of the Trust Assets for Cash or upon such terms and for such consideration as the Trustee deems proper;
(v) to engage in all acts that would constitute ordinary performance of the obligations of a trustee under a liquidating trust and to file all returns of the Trust as a grantor trust for the Beneficiaries pursuant to Treasury Regulation Section 1.671-4(a) or (b);
(vi) to enforce the payment of notes or other obligations of any Person or to make contracts with respect thereto;
(vii) to purchase insurance with such coverage and limits as it deems desirable consistent with the budget referred to in Section 5.1.2, including, without limitation, insurance covering liabilities of the Trustee or employees or agents of the Trust incurred in connection with their s...
Management Power. Subject to Sections 7.9 and 18.2, the General Partner shall have full, exclusive and complete discretion, power and authority in the management and control of the business of the Partnership, shall make all decisions affecting the business of the Partnership, and may do or cause to be done any and all acts it deems necessary or appropriate to accomplish the purposes of the Partnership. Any Person dealing with the General Partner shall not be required to determine or inquire into the authority and power of the General Partner to bind the Partnership and to execute, acknowledge, deliver, and perform obligations under any and all documents. By way of illustration, but not by way of limitation, such matters shall include the right, power, and authority of the General Partner, in its sole discretion, without any approval from Unitholders, and at the expense of the Partnership:
(a) To cause the Partnership to enter into and perform the PSA Transaction:
(b) To cause the Partnership to acquire, own, operate, lease (as lessee or lessor or both), develop, improve, maintain, finance, hold, control, exchange, trade, sell, pledge, convey in trust or otherwise hypothecate or dispose of Aircraft, appurtenances thereof and personal or mixed property connected therewith, upon such terms and for such consideration (including cash, securities, Units, Partnership Interests, and other property) as the General Partner deems necessary or appropriate;
(c) Subject to Section 3.2, to borrow money, to obtain credit, or to assume debt in such amounts, on such terms and conditions and at such rates of interest as the General Partner deems appropriate, from banks, other lending institutions, or any other Person, including the Partners and Assignees (subject to Section 4.1(t)), for any purpose of the Partnership, including, without limitation, any loan incurred for the purpose of making one or more distributions to any or all Partners and Assignees, including any distributions which are, in whole or in part, a return of Capital Contributions; and, in connection with such loans to mortgage, pledge, assign, or otherwise encumber or alienate any or all of the Partnership Assets, including any income therefrom, to secure or provide for the repayment thereof. As between any lender and the Partnership, it shall be conclusively presumed that the proceeds of such loans are to be and WILL be used for the purposes authorized herein and that the General Partner has the full power and authority to ...
Management Power. 16 7.2 Limitations on General Partner's Authority.....................17 7.3 Formation and Qualification of the Partnership.................18
