Common use of Powers of the General Partner Clause in Contracts

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 elections under applicable tax law as to the treatment of items of the Fund’s income, gain, loss, deduction and credit, and as to all other relevant matters, as are necessary or appropriate; and 8.2.10 to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments and to carry on any other activities necessary for, in connection with, or incidental to any of the foregoing or the Fund’s investment and other activities.

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 elections under applicable tax law as to the treatment of items of the Fund’s income, gain, loss, deduction and credit, and as to all other relevant matters, as are necessary or appropriate; and 8.2.10 and to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments and to carry on any other activities necessary for, in connection with, or incidental to any of the foregoing or the Fund’s investment and other activities.

Powers of the General Partner. The General ---------------------------------------------- Partner shall have the right, power and authority, in the management of the business and affairs of the Partnership, to do or cause to be done any and all rightsacts deemed by the General Partner to be necessary or appropriate to effectuate the business, powers purposes and authority objectives of a general partner under the Act and otherwise under applicable law and as provided for in this AgreementPartnership. 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, the power and authority without any further act, approval or vote of any Partner to: (a) cause the Partnership to manageissue Interests, controlincluding Preferred Partner Interests, and conduct determine classes and series thereof, in accordance with this Agreement; (b) act as, or appoint another Person to act as, registrar and transfer agent for the affairs Preferred Partner Interests; (c) establish a record date with respect to all actions to be taken hereunder that require a record date to be established, including with respect to allocations, distributions and voting rights and declare distributions and make all other required payments on General Partner, Class A Limited Partner and Preferred Partner Interests as the Partnership's paying agent; (d) enter into and perform one or more Underwriting Agreements and use the proceeds from the issuance of the Fund and Interests to do any and all acts purchase the Subordinated Debentures, in each case on behalf of the Fund that are necessaryPartnership; (e) bring and defend on behalf of the Partnership actions and proceedings at law or in equity before any court or governmental, advisable administrative or convenient other regulatory agency, body or commission or otherwise; (f) employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors and consultants and pay reasonable compensation for such services; (g) redeem each series of Preferred Partner Interests (which shall constitute a return of capital and not a distribution of income) in accordance with its terms and/or to the discharge extent that the related series of its duties under this Agreement and to the management of the affairs of the Fund, including:Subordinated Debentures is redeemed or reaches maturity; 8.2.1 (h) take such action as may be necessary or appropriate to permit the withdrawal and admission redeposit of Limited Partners from, into and among Preferred Partner Interests as provided for in the Fund VehiclesTrust Agreement; 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 enter into and perform one or more Trust Agreements or other organizational documents relating to the Fund creation of one or the relevant Portfolio Company than could be obtained more Preferred Partners that will own Preferred Partner Interests, including by entering into and performing agreements or documents referred to in arm’s-length negotiations with unrelated third Persons for similar servicessuch Trust Agreements or other organizational documents, and (ii) require the prior written consent in each case on behalf of the Advisory Committee Partnership; and (j) execute all documents or a Majority instruments, perform all duties and powers and do all things for and on behalf of the Partnership in Interest; 8.2.7 subject to the other terms of this Agreementall matters necessary, to executeconvenient, deliver and perform its obligations under contracts and agreements of every kind necessary advisable or incidental to the accomplishment foregoing. The expression of any power or authority of the Fund’s purposes and to take General Partner in this Agreement shall not in any way limit or omit to take such exclude any other actions in connection with the investment and other activities of the Fund, as may be necessary power 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 authority which is not specifically or expressly 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 elections under applicable tax law as to the treatment of items of the Fund’s income, gain, loss, deduction and credit, and as to all other relevant matters, as are necessary or appropriate; and 8.2.10 to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments and to carry on any other activities necessary for, in connection within, or incidental to any of the foregoing or the Fund’s investment and other activitiesprecluded by, this Agreement.

Powers of the General Partner. The General Partner is hereby authorized and empowered to carry out and implement any and all of the purposes of the Partnership; and in that connection, the General Partner, except as otherwise expressly provided herein, shall have all the rights and powers as a general partner necessary to accomplish its duties hereunder, except as expressly limited in the Act. The General Partner shall have all rightsthe right and power to designate others (other than General Partner Affiliates), to act in its behalf in implementing its actions as General Partner. The 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 include, but shall not be limited to, the powers to do the following: (a) To enter into and execute all rightscontracts, power and authority to manageagreements, controlassignments, and other instruments to which the Partnership may be a party or a signatory, including, without limitation, such contracts and other agreements as may be necessary to lease suitable office and storage space for the conduct of Partnership operations; (b) To make capital expenditures and improvements to the affairs of real property owned or leased by the Fund Partnership necessary for its purposes, and to do any take all actions reasonably necessary for the maintenance, operation, and all acts management thereof; (c) To engage contractors, attorneys, accountants, and such other personnel upon such terms as may be deemed necessary or advisable; (d) To open, maintain, and close Partnership bank accounts and to draw checks and other orders for the payment of money; (e) To make, issue, accept, endorse, and execute checks, drafts, bills of exchange, and other instruments, without limit as to amount; (f) To borrow money on behalf of the Fund that are Partnership from such Persons in such amounts and upon such terms as the General Partner deems appropriate and in the best interest of the Partnership; (g) To establish and maintain accounts, including margin accounts, with brokerage firms and commodity houses, and in connection therewith, to buy, sell and otherwise deal in, stocks, bonds, options, puts, calls, commodity contracts and futures and other investment arrangements; (h) To take such other actions and incur such other expenses as may be necessary, prudent, or advisable or convenient to in connection with the discharge of its duties under this Agreement and to the management conduct 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 VehiclesPartnership; 8.2.2 to acquire, hold, Transfer, manage, vote and own Securities and (i) Without limiting the generality of any other assets held by the Fund, in accordance with and subject powers granted 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 pursuant 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 cause funds of the Fund’s purposes Partnership to be deposited in accounts at financial institutions with which the General Partner maintains banking relations or has ownership interests, including financial institutions from which the General Partner borrows funds and with which informal or formal arrangements exist pursuant to take which the General Partner maintains compensating balances; provided, however, that any deposits in excess of $20,000.00 must bear interest, at market rates; and (j) Subject to applicable law, make any and all Partnership elections for federal, state and local tax purposes, including, without limitation, any election, if permitted by applicable law, to adjust the basis of Partnership Property pursuant to Code Sections 754, 734(b), or omit to take such other actions comparable provisions of state or local law, in connection with the investment Transfers of Interests 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 elections under applicable tax law as to the treatment of items of the Fund’s income, gain, loss, deduction and credit, and as to all other relevant matters, as are necessary or appropriate; and 8.2.10 to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments and to carry on any other activities necessary for, in connection with, or incidental to any of the foregoing or the Fund’s investment and other activitiesPartnership distributions.

Powers of the General Partner. The General Partner is hereby authorized and empowered to carry out and implement any and all of the purposes of the Partnership; and in that connection, the General Partner, except as otherwise expressly provided herein, shall have all the rights and powers as a general partner necessary to accomplish its duties hereunder, except as expressly limited in the Act. The General Partner shall have all rightsthe right and power to designate others (other than General Partner Affiliates), to act in its behalf in implementing its actions as General Partner. The 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 include, but shall not be limited to, the powers to do the following: (a) To enter into and execute all rightscontracts, power and authority to manageagreements, controlassignments, and other instruments to which the Partnership may be a party or a signatory, including, without limitation, such contracts and other agreements as may be necessary to lease suitable office and storage space for the conduct of Partnership operations; (b) To make capital expenditures and improvements to the affairs of real property owned or leased by the Fund Partnership necessary for its purposes, and to do any take all actions reasonably necessary for the maintenance, operation, and all acts management thereof; (c) To engage contractors, attorneys, accountants, and such other personnel upon such terms as may be deemed necessary or advisable; (d) To open, maintain, and close Partnership bank accounts and to draw checks and other orders for the payment of money; (e) To make, issue, accept, endorse, and execute checks, drafts, bills of exchange, and other instruments, without limit as to amount; (f) To borrow money on behalf of the Fund that are Partnership from such Persons in such amounts and upon such terms as the General Partner deems appropriate and in the best interest of the Partnership; (g) To establish and maintain accounts, including margin accounts, with brokerage firms and commodity houses, and in connection therewith, to buy, sell and otherwise deal in, stocks, bonds, options, puts, calls, commodity contracts and futures and other investment arrangements; (h) To take such other actions and incur such other expenses as may be necessary, prudent, or advisable or convenient to in connection with the discharge of its duties under this Agreement and to the management conduct 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 VehiclesPartnership; 8.2.2 to acquire, hold, Transfer, manage, vote and own Securities and (i) Without limiting the generality of any other assets held by the Fund, in accordance with and subject powers granted 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 pursuant 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 cause funds of the Fund’s purposes Partnership to be deposited in accounts at financial institutions with which the General Partner maintains banking relations or has ownership interests, including financial institutions from which the General Partner borrows funds and with which informal or formal arrangements exist pursuant to take which the General Partner maintains compensating balances; provided, however, that any deposits in excess of $20,000.00 must bear interest at market rates; and (j) Subject to applicable law, make any and all Partnership elections for federal, state and local tax purposes, including, without limitation, any election, if permitted by applicable law, to adjust the basis of Partnership Property pursuant to Code Sections 754, 734(b), or omit to take such other actions comparable provisions of state or local law, in connection with the investment Transfers of Interests 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 elections under applicable tax law as to the treatment of items of the Fund’s income, gain, loss, deduction and credit, and as to all other relevant matters, as are necessary or appropriate; and 8.2.10 to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments and to carry on any other activities necessary for, in connection with, or incidental to any of the foregoing or the Fund’s investment and other activitiesPartnership distributions.

Powers of the General Partner. The General Partner shall ----------------------------- have all rightsthe right, powers power and authority in the management of a general partner under the Act business and otherwise under applicable law affairs of the Partnership to do or cause to be done any and as provided for in this Agreementall acts deemed by the General Partner to be necessary, appropriate or convenient to effectuate the business, purposes and objectives of the Partnership, all subject, however, to the provisions of Section 16.12 hereof. Without limiting by implication the generality of the foregoing, but subject the General Partner shall have the power and authority without any further act, vote or approval of any Partner to: (a) issue Interests, including the General Partner Interests, and the Preferred Securities in accordance with this Agreement; (b) act as registrar and transfer agent for the Preferred Securities; (c) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to Dividends and voting rights and pay Dividends and make all other required payments and distributions on General Partner Interests and Preferred Securities as the Partnership's paying agent; (d) bring and defend on behalf of the Partnership actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; (e) employ or otherwise engage employees and agents (who may be designated as officers with titles) and managers, contractors, advisors and consultants and pay reasonable compensation for such services; and (f) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Partnership in all matters necessary or desirable or incidental to the limitations and foregoing. The expression of any power or authority of the restrictions General Partner in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth hereinin this Agreement. Notwithstanding the foregoing, the General Partner shall not have all rights, the power and authority to manage, control, and conduct permit or cause the affairs Partnership to file a voluntary petition in bankruptcy without the affirmative vote of the Fund and to do any and all acts on behalf Holders of 66-2/3% in aggregate liquidation preference 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 elections under applicable tax law as to the treatment of items of the Fund’s income, gain, loss, deduction and credit, and as to all other relevant matters, as are necessary or appropriate; and 8.2.10 to enter into, execute, acknowledge and deliver any and all contracts, agreements or other instruments and to carry on any other activities necessary for, in connection with, or incidental to any of the foregoing or the Fund’s investment and other activitiesoutstanding Preferred Securities.