Overall Management Vested in General Partner Sample Clauses

Overall Management Vested in General Partner. The overall management and control of the business and affairs of the Fund shall be vested exclusively in the General Partner. Except as expressly provided to the contrary in this Agreement, the General Partner, acting alone, shall have complete authority to make any and all decisions, execute and deliver any and all agreements and take any and all actions on behalf of the Fund. Every power vested in the General Partner pursuant to this Agreement, the Subscription Agreement or any Side Letter and any decision or determination that it is permitted to make is to be construed as a power to act (or not to act) in its sole and absolute discretion, except as otherwise expressly provided herein, and the General Partner shall be entitled to consider in making such decisions or determinations only such interests and factors as it desires, including its own interests. No provision of this Agreement, the Subscription Agreement or any Side Letter is to be construed to require the General Partner to violate the Delaware Act or any other applicable law, regulation or rule of any self-regulatory organization. Notwithstanding any other provision of this Agreement, the Subscription Agreement or any Side Letter, whenever in this Agreement, the Subscription Agreement or any Side Letter, the General Partner is permitted or required to make a decision in its “good faith” or under another expressed standard, the General Partner must act under such express standard and will not be subject to any other or different standards.
Sample 1
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