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.
Powers of the General Partner. Management of the Partnership.
Powers of the General Partner. The General Partner shall have all rights, powers and authority of a general partner under the Act and otherwise under applicable law and as provided for in this Agreement. Without limiting by implication the generality of the foregoing, but subject to the limitations and the restrictions set forth herein, the General Partner shall have all rights, power and authority to manage, control, and conduct the affairs of the Fund and to do any and all acts on behalf of the Fund that are necessary, advisable or convenient to the discharge of its duties under this Agreement and to the management of the affairs of the Fund, including:
8.2.1 to permit the withdrawal and admission of Limited Partners from, into and among the Fund Vehicles;
8.2.2 to acquire, hold, Transfer, manage, vote and own Securities and any other assets held by the Fund, in accordance with and subject to Article 7 (Investments);
8.2.3 to set aside funds for Reserves;
8.2.4 to take any action the General Partner determines is necessary or desirable to ensure that the assets of the Fund are not deemed to be “plan assets” subject to Title I of ERISA;
8.2.5 to bring, defend, settle and dispose of Proceedings, provided that no Covered Person shall be exculpated or indemnified or otherwise held harmless except to the extent required under Sections 16.1 (Exculpation of Covered Persons) or 16.2 (Indemnification of Covered Persons);
8.2.6 to engage or discharge custodians, attorneys and accountants, provided that any engagement, arrangement, transaction or agreement with any Interested Person shall (i) contain terms that are no less favorable to the Fund or the relevant Portfolio Company than could be obtained in arm’s-length negotiations with unrelated third Persons for similar services, and (ii) require the prior written consent of the Advisory Committee or a Majority in Interest;
8.2.7 subject to the other terms of this Agreement, to execute, deliver and perform its obligations under contracts and agreements of every kind necessary or incidental to the accomplishment of the Fund’s purposes and to take or omit to take such other actions in connection with the investment and other activities of the Fund, as may be necessary or advisable in order to further the purposes of the Fund;
8.2.8 to borrow money for short-term bridging purposes and issue guarantees subject to the limitations set forth in Section 7.2 (Limitation on Indebtedness);
8.2.9 to prepare and file all tax returns of the Fund, to make such ...
Powers of the General Partner. The General Partner shall have and exercise the power on behalf and in the name of the Partnership that a general partner in a limited partnership may have or exercise under the Act and is authorized and empowered to carry out any and all of the purposes of the Partnership and to perform (either itself or through any of its Affiliates) all acts and enter into and perform all contracts and other undertakings which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to:
(a) direct the formulation of investments and strategies for the Partnership in accordance with this Agreement and to engage any Person, including any Affiliate, for any purpose consistent with the Partnership’s objectives and which is deemed appropriate for the Partnership by the General Partner in its sole discretion;
(i) borrow monies from brokers, banks, and any other Person, including, without limitation, to (A) pay Partnership Expenses or Management Fees, (B) make distributions, (C) facilitate committing to or closing a proposed Portfolio Investment; (ii) raise monies or utilize any other forms of leverage including, without limitation, through the use of structured financial products; (iii) issue, accept, endorse, and execute promissory notes, drafts, bills of exchange, warrants, bonds, debentures, and other negotiable or non-negotiable instruments and evidences of indebtedness; and (iv) grant or issue guarantees;
(c) appoint and enter into a contract with any Person to do any and all acts and exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Partnership Assets, including, without limitation, the right to possess, lend, Transfer, and institute, settle, or compromise suits and administrative proceedings and other similar matters;
(d) open, maintain, and close accounts with brokers, dealers, and custodians, which power shall include the authority to issue all instructions and authorizations to brokers, dealers, and custodians regarding Partnership Assets and money therein and to pay, or authorize the payment and reimbursement of, brokerage commissions;
(e) open, maintain, and close bank accounts and draw checks or other orders for the payment of monies;
(f) do any and all acts on behalf of the Partnership and exercise all rights of the Partnership with respect to its interest in any Person including, without limitation, participation in arrangements with creditors, the institution and set...
Powers of the General Partner. (a) The management, operation and policy of the Partnership shall be vested exclusively in the General Partner, which shall have the power by itself, and shall be authorized and empowered on behalf and in the name of the Partnership, to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement. Notwithstanding anything in this Agreement to the contrary, the General Partner may, with the prior written consent of UST, delegate any of its discretionary investment authority and other rights, powers, functions and obligations hereunder to any Person, which may be a third party or an Affiliate of the General Partner; provided that any such delegation shall be revocable by the General Partner and the General Partner shall always remain liable to the Partnership and the Limited Partners for the General Partner’s obligations hereunder and for all actions and omissions of any such third parties or Affiliates to the same extent as the General Partner is liable for its own actions and omissions hereunder.
(b) Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents as may be appropriate, subject to the limitations contained elsewhere in this Agreement, to:
(i) make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of Investments and Temporary Investments (including the investment of amounts in the Working Capital Reserve in Temporary Investments);
(ii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the investment of Partnership funds, all in accordance with the Investment Guidelines and any other limitations of this Agreement;
(iii) acquire, hold, manage, own, sell, transfer, convey, exchange or dispose of Investments and Temporary Investments, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to Investments and Temporary Investments, including, without limitation, the exercise of any voting rights with respect to an Investment or a Temporary Investment, the approval of a restructuri...
Powers of the General Partner. A. In addition to any other rights and powers which the General Partner may possess under this Agreement and the Act, the General Partner shall have the power, except and subject to the extent otherwise provided or limited in this Agreement:
(i) to contribute the balance (after payment and retention of the amounts set forth in Section 3.5) of all Capital Contributions to the NPI Partnership as required by the Limited Partnership's interest therein, and to execute the NPI Partnership Agreement (including any amendment and restatement thereof) on behalf of the Limited Partnership;
(ii) if the NPI Partnership is dissolved, to enter into all transactions contemplated by the NPI Partnership Agreement, subject to the limitations and provisions contained therein, notwithstanding anything to the contrary contained herein;
(iii) to maintain the books and records of the Limited Partnership in accordance with the provisions of Section 10.1;
(iv) subject to Sections 4.5D, 4.5E and 4.5F, to consent to certain actions on behalf of the Limited Partnership pursuant to the NPI Partnership Agreement;
(v) to engage in any kind of activity and execute, perform and carry out contracts, agreements and other documents of any kind necessary or incidental to, or in connection with, the accomplishment of the purposes of the Limited Partnership; and
(vi) to perform all duties imposed by Sections 6221 through 6232 of the Code on the General Partner as "tax matters partner" of the Limited Partnership, including (but not limited to) the following: (a) the power to conduct all audits and other administrative proceedings (including windfall profits tax audits) with respect to Limited Partnership tax items; (b) the power to extend the statute of limitations for all Partners and Unit Holders with respect to Limited Partnership tax items; (c) the power to file a petition with an appropriate federal court for review of a final Limited Partnership administrative adjustment; and (d) the power to enter into a settlement with the Internal Revenue Service on behalf of, and binding upon, the Depositary and those Unit Holders having less than a 1% interest in Profits unless the Depositary or Unit Holder notifies the Internal Revenue Service and the General Partner that the General Partner may not act on its behalf.
B. No person, firm or corporation dealing with the Limited Partnership shall be required to inquire into the authority of the General Partner to take or refrain from taking any action or...
Powers of the General Partner. Subject to the limitations and restrictions expressly set forth herein, the General Partner shall perform or cause to be performed all management and operational functions relating to the day-to-day business of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to cause the Partnership to do the following (either directly or through the use of Vehicles):
(i) enter into the Subscription Agreements and the Side Letters, and exercise and perform the Partnership’s rights and obligations thereunder;
(ii) acquire, originate, hold, finance, manage and dispose of Investments;
(iii) pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor;
(iv) make Interim Investments (which may be made through an agent) of cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partners;
(v) bring, compromise, settle and defend actions at law or in equity;
(vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership;
(vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business, (including all documents and agreements as may be required in connection with the acquisition, management, development or disposition of Investments), including, but not limited to, one or more agreements with Affiliates of the General Partner to provide development, property management or leasing services with respect to the Investments of the Partnership, provided that no such agreement with an Affiliate of the General Partner shall provide for the payment of fees or other compensation in excess of the fees and compensation provided in Exhibit C hereto and such agreement shall not materially modify the form contract provided in Exhibit D hereto without the approval of the Advisory Committee in accordance with Section 6.6, and provided, further, that the General Partner shall provide an annual summary to the Advisory Committee of the fees received by the General Partner and its Affiliates pursuant to this paragraph and Section 6.6(c)(i) during each Fiscal Year;
(viii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures;
(ix) pu...
Powers of the General Partner. Subject to the limitations set forth in this Agreement, the General Partner shall have full and exclusive power and authority to do, on behalf of the Partnership, all things deemed necessary, appropriate or desirable by it to conduct, direct and manage the business and affairs of the Partnership and, in connection therewith, shall have all powers, statutory or otherwise, possessed by general partners of limited partnerships under the laws of the State of Delaware. To the fullest extent permitted by law, the Partnership, and the General Partner on behalf of the Partnership, may enter into and perform the Transaction Documents to which it is a party and all documents, agreements, certificates or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Partner or other Person.
Powers of the General Partner. Subject to the other provisions of this Agreement, the power to manage, operate and establish the policies of the Partnership shall be vested exclusively in the General Partner, and the General Partner is hereby authorized and empowered on behalf of and in the name of the Partnership to carry out, delegate or appoint to one or more other Persons (including any partner of the General Partner) any and all objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary, appropriate, advisable or convenient in connection therewith or incidental thereto. To the fullest extent permitted by applicable law, in construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the General Partner. Such powers of the General Partner may be exercised without order of, or resort to, any Governmental Authority, except to the extent required by applicable law. In dealing with the General Partner and its duly appointed agents, no Person shall be required to inquire as to the General Partner’s or any such agent’s authority to bind the Partnership.
Powers of the General Partner. The General Partner shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by the General Partner under the laws of the State of Texas. Notwithstanding the foregoing, the General Partner’s powers shall be limited by any limitations imposed by the Certificate of Formation of the Partnership.
