Obligations of the General Partner. The General Partner shall discharge its duties in a good and proper manner as provided for in this Agreement. The General Partner, on behalf of the Partnership, shall in good faith use all reasonable efforts to implement all Major Decisions approved by the Limited Partner, enforce agreements entered into by the Partnership, and conduct the ordinary business and affairs of the Partnership in accordance with good industry practice and this Agreement. The General Partner shall not delegate any of its rights or powers to manage and control the business and affairs of the Partnership without the prior written consent of the Limited Partner.
Obligations of the General Partner. The General Partner shall:
Obligations of the General Partner. The General Partner shall manage the Partnership affairs in a prudent and business-like manner and shall operate the Partnership’s business for the benefit of all of the Partners. To this end, the General Partner shall:
Obligations of the General Partner. The General Partner shall devote such part of its time to the Partnership as may be required to manage and supervise the Partnership business and affairs, but nothing in this Agreement shall preclude the General Partner, at the expense of the Partnership, from employing or engaging any Affiliate or agent of the General Partner or a third party to provide management or other services to the Partnership, subject, however, to the control of the General Partner. Any transaction between the Partnership and the General Partner or any Affiliate of the General Partner is hereby expressly authorized provided that the terms of such transactions are no less favorable to the Partnership than the terms that would be made available to the Partnership in arm’s length transactions.
Obligations of the General Partner. 9.1 The General Partner shall immediately notify the Manager in writing if the General Partner becomes aware that the:
Obligations of the General Partner. The General Partner shall manage the affairs of the Partnership in accordance with the Act and all other legal requirements and contractual obligations applicable to the Partnership, including the General Partner's duty to act in good faith and in the best interests of the Partnership. The General Partner shall devote such part of its time to the Partnership as may be required to perform and execute its responsibilities hereunder. The General Partner shall cause Xxxxxx and Xxxxxx to provide the Partnership with time and attention when called to do so by the Partnership to assist the Partnership to succeed in its business endeavors (and by separate agreement Xxxxxx and Weston have agreed to provide such time and attention to the Partnership). For so long as Yoo is employed by the Partnership, the General Partner shall discuss with Yoo important decisions related to the Partnership. For so long as any of the Class A Limited Partners are employed by the Partnership and thereafter so long as they in aggregate own at least 15% of the Ownership Percentage Interest in the Partnership, one of them shall be elected to serve on the General Partner's board of directors. Furthermore, for so long as the Class A Limited Partners are employed by the Partnership, they shall hold the following Partnership titles and shall have such duties and authority as prescribed by the General Partner from time to time: Yoo - President/CEO, Xxxxxx - Chief Operating Officer, Elmendorf - Chief Technology
Obligations of the General Partner. The General Partner shall ---------------------------------- manage, or cause to be managed, the Partnership affairs in accordance with the Act and all other legal requirements and contractual obligations applicable to the Partnership.
Obligations of the General Partner. (a) The General Partner shall take all action which may be necessary or appropriate to continue the Partnership as a limited partnership under the laws of the State of California (and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Limited Partners or to enable the Partnership to conduct the business in which it is engaged). (b) The General Partner shall devote to the Partnership such time as may be necessary for the proper performance of its duties hereunder, but neither the officers nor directors of the General Partner shall be expected to devote their full time to the performance of such duties. (c) The General Partner shall at all times use its best efforts to maintain its net worth at a sufficient level to meet all requirements of the Code, under currently applicable regulations of the Internal Revenue Service, to ensure that the Partnership is classified for Federal income tax purposes as a partnership and not as an association taxable as a corporation, and shall, irrespective of such requirements, maintain its net worth in an amount at least equal to the mini- 16 17 mum net worth required under the applicable securities laws of the states in which the Units are or shall be qualified for sale and are sold. (d) The General Partner shall prepare or cause to be prepared and shall file on or before the due date (or any extension thereof) any Federal, state or local tax returns required to be filed by the Partnership. The General Partner shall cause the Partnership to pay any taxes payable by the Partnership. (e) The General Partner shall use its best efforts to ensure that the Partnership shall not be deemed an investment company as such term is defined in the Investment Company Act of 1940. (f) The General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership in the best interests of the Partnership and of the Limited Partners, including the safekeeping and use of all monies and assets of the Partnership, whether or not under the General Partner's possession or control, and the General Partner shall not employ or permit another to employ such monies or assets in any manner except for the exclusive benefit of the Partnership. Other than as contemplated by Section 7.6 hereof, the Partnership shall not permit the Limited Partners to contract away the fiduciary duty owed to the Limited Partners by the General Partner under the common law. (g) With respect to any proposed Rol...
Obligations of the General Partner. The Managing General Partner shall not be personally obligated to contribute cash or other assets to the Partnership to make up any reduction in the Capital Accounts of the Managing General Partner or the Limited Partners either during the term of the Partnership or upon dissolution, subject to the obligation of the Managing General Partner to return to the Partnership certain distributions as provided in the Act.
Obligations of the General Partner. When alienating Units pursuant to Section 10.19, the General Partner shall act in good faith. Upon such alienation, the Limited Partner shall, as a result thereof, be dispossessed of all its interest in the Units and shall be entitled to receive only the net proceeds of the alienation, after all taxes and levies thereon, all reasonable administration costs and all reasonable costs relating to the alienation of such Units by the General Partner have been deducted, subject to its right to receive payment of any declared but unpaid distribution owing to it.
