Permitted Assignments by the General Partner Sample Clauses

Permitted Assignments by the General Partner. Notwithstanding anything contained herein to the contrary, the General Partner shall have the right, upon compliance with the provisions of Section 7.06(B)-(E) but subject to the provisions of Section 7.07, to assign its entire Interest to an Affiliate. In addition, the General Partner shall have the right, from time to time, upon compliance with the provisions of Section 56 62 7.06(B) and (E) and subject to the provisions of Sections 4.04(C) and 7.07, to assign a portion or portions of its Interest, not to exceed 78.9% in the aggregate, to Affiliates, to Leonxxx Xxxxx, xxmbers of his immediate family or trusts for the benefit of Leonxxx Xxxxx xx members of his immediate family, and to charitable foundations established by Leonxxx Xxxxx, xxovided, however, that no such assignee shall be deemed to be a general partner but rather a Special Limited Partner, and shall be entitled to all profits, losses, gains, distributions and other credits and charges to which the General Partner was entitled under this Agreement and which are allocable to the portion of the Interest so transferred, but shall not be entitled to vote with the Limited Partner or the Substitute Limited Partner(s) upon any matter which requires the consent or approval of the Limited Partner or the Substitute Limited Partner(s) under this Agreement and provided further that each such assignee shall consent in writing to its Interest being pledged to secure the obligations of the General Partner in accordance with Section 4.04(C) hereof. In addition, upon compliance with the provisions of Section 7.06(B) and (E) and subject to the provisions of Sections 4.04(C) and 7.07, in the event of the death of Leonxxx Xxxxx, xxe General Partner may 57 63 transfer its entire Interest to the Estate of Leonxxx Xxxxx (xxe "Estate") in connection with the dissolution of the General Partner and the transfer of its assets to the Estate, provided that the Estate shall have a net worth not less than the General Partner's immediately prior to such transfer, the Estate shall acknowledge all claims against, and obligations of, the General Partner, including, without limitation, the Guarantee, of even date hereof, by the General Partner for the benefit of the Limited Partner, and the Estate shall insure that there shall be a continuancy of management of the Parternship and the Property. Nothing contained herein shall be deemed to limit any rights the General Partner may have to pledge its Interest, subject, however, to i...
Sample 1
AutoNDA by SimpleDocs

Related to Permitted Assignments by the General Partner

  • Amendments to be Adopted Solely by the General Partner Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

  • Outside Activities of the General Partner (a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

  • Liability of the General Partner A. Notwithstanding anything to the contrary set forth in this Agreement, none of the General Partner nor any of its officers, directors, agents or employees shall be liable or accountable in damages or otherwise to the Partnership, any Partners or any Assignees, or their successors or assigns, for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission if the General Partner acted in good faith.

  • Removal of the General Partner The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units voting as a class and Unitholders holding a majority of the outstanding Subordinated Units (if any Subordinated Units are then Outstanding) voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

  • Transfer of the General Partner’s General Partner Interest (a) Subject to Section 4.6(c) below, prior to June 30, 2015, the General Partner shall not transfer all or any part of its General Partner Interest (represented by General Partner Units) to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

  • Ownership of the General Partner Teekay Holdings owns of record 100% of the membership interests in the General Partner. Such membership interests have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner and are fully paid (to the extent required under the limited liability company agreement of the General Partner) and nonassessable (except as such nonassessability may be affected by Sections 20, 31, 40 and 49 of the Xxxxxxxx Islands Limited Liability Company Act and except as may otherwise be provided in the limited liability company agreement of the General Partner).

  • Rights Obligations and Powers of the General Partner 6.1 Management of the Partnership.

  • Powers of the General Partner Subject to the limitations set forth in this Agreement, the General Partner will possess and may exercise all of the powers and privileges granted to it by the Act including, without limitation, the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06.

  • Transfer of the General Partner’s Partnership Interest (a) The General Partner shall not transfer all or any portion of its General Partnership Interest or withdraw as General Partner except as provided in, or in connection with a transaction contemplated by, Section 7.1(c), (d) or (e).

  • Authority of the General Partner The General Partner shall have the sole and exclusive right to manage the affairs of the Partnership and shall have all of the rights and powers that may be possessed by general partners under the Act. If two or more Persons are serving as General Partners, decisions regarding the management of the Partnership and its business and affairs shall be made by the consent of a majority in number of the General Partners then serving. The rights and powers that the General Partner may exercise include, but are not limited to, the following:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!