Powers, Duties and Obligations Sample Clauses
Powers, Duties and Obligations. The General Partner has:
(a) unlimited liability for the debts, liabilities and obligations of the Partnership;
(b) subject to the terms of this Agreement and to any applicable limitations set forth in the Act and similar legislation in Canada, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of the Partnership; and
(c) subject to the terms of this Agreement, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the business of the Partnership for and on behalf of and in the name of the Partnership, including, without limitation, any management and advisory agreement between the General Partner and the Manager. An action taken by the General Partner on behalf of the Partnership in accordance with the terms hereof is deemed to be the act of the Partnership and binds the Partnership.
Powers, Duties and Obligations. (a) The General Partner has:
(i) unlimited liability for the debts, liabilities and obligations of the Partnership;
(ii) subject to the terms of this Agreement and the Securityholders’ Agreements and to any applicable limitations set out in the Act, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs of the Partnership and to make decisions regarding the undertaking and business of the Partnership; and
(iii) subject to the terms of this Agreement and the Securityholders’ Agreements, the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out objects, purposes and the business of the Partnership for and on behalf of and in the name of the Partnership.
(b) Subject to the terms and conditions of this Agreement, an action taken by the General Partner on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership.
(c) Notwithstanding anything to the contrary herein contained, all material transactions or agreements entered into by the Partnership, other than those agreements entered into in connection with the formation of the Partnership must be approved by the General Partner.
(d) The authority and power vested in the General Partner to manage the business and affairs of the Partnership will include all authority necessary or incidental to make all decisions regarding the Partnership, to bind the Partnership in respect of any such decision, to carry out the objects, purposes and business of the Partnership including the ability to engage agents to assist the General Partner in carrying out, and the ability to delegate all of, its management obligations and administrative functions, including as contemplated in the O&M Agreement.
(e) The General Partner will take all actions necessary to ensure that the Partnership constitutes a “Canadian partnership” at all times for the purposes of the Tax Act and does not constitute a “tax shelter investment” for the purposes of the Tax Act.
(f) The General Partner will take all reasonable actions necessary to maintain the limited liability of the limited partners of the Partnership.
Powers, Duties and Obligations. OF WG ------------------------------------
a) WG shall keep the Assets free and clear of all liens and encumbrances and mechanic's or material men's liens.
b) In no event shall WG permit or allow title to the Assets to be lost as the result of the non-payment of any taxes, assessments or like charges; and shall do all other acts reasonably necessary to maintain the Assets.
c) WG shall: (i) apply for all necessary permits, licenses and approvals; (ii) comply with all applicable laws and regulations; (iii) notify promptly MGE-IW of any allegations of substantial violation thereof; and (iv) prepare and file all reports or notices required by WG. WG shall not be in breach of this provision if a violation has occurred in spite of the WG's good faith efforts to comply, and WG has timely cured or disposed of such violation through performance, or payment of fines and penalties. For greater certainty, in respect of Subsections 6.1
Powers, Duties and Obligations. The Acquisition/Construction ------------------------------ Agent shall have the following powers, duties and obligations:
(a) To make all funding requests for Loans and LI Fundings under Section 2.02 of the Credit Agreement in compliance with the terms of the Credit Agreement and use the proceeds of each funding received by it only to pay the actual costs set forth in the Advance Notice, make all elections to terminate or to reduce the Commitments under Section 2.03 of the Credit Agreement, and make all elections to continue the Loans and LI Fundings under Section 2.09 of the Credit Agreement and to make any request for extension of the Maturity Date under Section 2.10 of the Credit Agreement;
(b) To make all payments due under the Lease directly to the Agent for the account of the Lessor;
(c) To perform all acts which the Acquisition/Construction Agent may deem necessary on behalf of the Lessor, as agent for but only in the name of the Lessor, in connection with Completion, including, without limitation, performing or arranging the purchasing, designing, construction, engineering, assembling and installing of the Facility, and execution and delivery to the Lessor and the Agent of the Completion Certificate in the form attached hereto as Exhibit A upon Completion of the Facility;
(d) To perform or cause to be performed all work in connection with Completion to be done in a good and workmanlike manner and in compliance with all Governmental Requirements and Insurance Requirements, and in accordance with the Permitted Use;
(i) To take all actions in effecting the Completion in accordance with the requirements set forth on Schedule 1.3 hereto and in operating and managing the Facility as it would take as a reasonably prudent operator in the management and operation of its own Properties consistent with applicable Governmental Requirements, including, without limitation, fencing or otherwise securing the Site and maintaining with financially sound and reputable insurers, insurance against loss or damage of the kinds and in the amounts customarily insured against by corporations engaged in the ownership and occupancy of Property for the Permitted Use (including without limitation such insurance as may be required pursuant to the Lease), and (ii) to construct, or cause to be constructed by entering into Related Contracts with Vendors, the Facility in a manner necessary to meet Completion on or before the Completion Date.
(f) To pay, or cause to be paid, in acco...
Powers, Duties and Obligations. (a) The General Partner will have:
(i) subject to the terms of this Agreement and to any applicable limitations set forth in the Act and similar legislation in Canada, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs, and to make decisions regarding the undertaking and business of the Partnership; and
(ii) the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the business of the Partnership for and on behalf of and in the name of the Partnership.
(b) An action taken by the General Partner on behalf of the Partnership will be deemed to be the act of the Partnership and will bind the Partnership. No Persons dealing with the Partnership will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of the Partnership.
Powers, Duties and Obligations. The General Partner has:
(a) unlimited liability for the undertakings, debts, liabilities and obligations of the Partnership;
(b) subject to any applicable limitations set forth in the Act, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs, and to make decisions regarding the undertaking and business, of the Partnership; and
(c) the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the Business. Any action taken by the General Partner on behalf of the Partnership is deemed to be the act of the Partnership and binds the Partnership.
Powers, Duties and Obligations. The General Partner has:
(a) unlimited liability for the debts, liabilities and obligations of the Partnership; and
(b) the full and exclusive right, power and authority to manage, conduct, control, administer and operate the business and affairs and to make decisions regarding the undertaking and business of the Partnership. An action taken by the General Partner on behalf of the Partnership is deemed to be the act of the Partnership, and binds the Partnership. The General Partner shall have all the rights and powers which may be possessed by a general partner pursuant to the LPA and such rights and powers otherwise conferred by law and by this agreement. A person in dealing with a General Partner acting on behalf of the Partnership is not required to inquire into the authority of the General Partner to bind the Partnership and is entitled to rely conclusively upon the power and authority of the General Partner as set out in this agreement.
Powers, Duties and Obligations. The Acquisition Agent shall have the following powers, duties and obligations with respect to each Schedule:
(1) To take the following actions to cause the Acquisition Date to occur with respect to each item of Equipment:
(1) To furnish to the Lessor, as soon as available, a detailed list of the Equipment to be acquired on such Acquisition Date, and to acquire such Equipment in the name of the Lessor, and obtain and furnish to the Lessor bills of sale, acceptance certificates (which may be included in the Lease Supplement pertaining thereto) or other evidence of ownership thereof in the Lessor's name, taking good and marketable title thereto, free and clear of all liens and encumbrances of third parties, as of the Acquisition Date therefor;
(2) In the name and for the benefit of the Lessor, to negotiate, enter into and perform, and furnish to the Lessor the originals of, all Related Contracts and all other contracts which are necessary or desirable in connection with the manufacture, acquisition, assembly and installation of the Equipment, including contracts with all Vendors and contractors for supplies, equipment, materials and services, including, without limitation, any necessary design work affecting the Equipment and to cause all such Related Contracts and other contracts to be assignable;
(3) To obtain and furnish to the Lessor all Permits that are or will become Applicable Permits with respect to such Equipment by the Acquisition Date for such Equipment, except Applicable Permits customarily obtained or which are permitted by Governmental Requirements to be obtained after the acquisition of such Equipment (in which case the Acquisition Agent, having completed all appropriate due diligence in connection therewith pursuant hereto, shall certify to the Lessor that it has no reason to believe that such Permits will not be granted in the usual course of business prior to the date that such Permits are required by Governmental Requirements), which such obtained Permits shall be in proper form, in full force and effect and not subject to any appeal or other unsatisfied contest that may allow modification or revocation thereof;
(4) To obtain and furnish to the Lessor evidence of perfection under local law of the Lessor's ownership of the Equipment subject to a lease intended as security and file protective financing statements under applicable local law, in each case properly executed by the Lessee, evidencing a first priority, perfected interest in such E...
Powers, Duties and Obligations. (a) The General Partner will have:
(i) unlimited liability for the debts, obligations and liabilities of Willow LP;
(ii) subject to the terms of this Agreement and to any applicable limitations set forth in the Act and similar legislation in Canada, the full and exclusive right, power and authority to manage, control, administer and operate the business and affairs, and to make decisions regarding the undertaking and business of Willow LP; and
(iii) the full and exclusive right, power and authority to do any act, take any proceeding, make any decision and execute and deliver any instrument, deed, agreement or document necessary for or incidental to carrying out the business of Willow LP for and on behalf of and in the name of Willow LP.
(b) An action taken by the General Partner on behalf of Xxxxxx LP will be deemed to be the act of Willow LP and will bind Willow LP. No Persons dealing with Xxxxxx LP will be required to enquire into the authority of the General Partner to do any act, take any proceeding, make any decision or execute and deliver any instrument, deed, agreement or document for or on behalf of or in the name of Willow LP.
Powers, Duties and Obligations. 28 6.2 SPECIFIC POWERS AND DUTIES OF GENERAL PARTNER................... 28 6.3 BORROWINGS...................................................... 30 6.4