Common use of Powers of the General Partner Clause in Contracts

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 restructuring of an Investment or a Temporary Investment, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters; (iv) enter into Permitted Interest Rate Xxxxxx; (v) incur Indebtedness in accordance with Section 4.2(c) and comply with the terms and conditions of the Loan Documents; (vi) open, maintain and close the Custodial Account, the Escrow Account, the Interest Reserve Account, the Working Capital Reserve Account and the Distribution Account; provided that amounts may only be placed in the Distribution Account to the extent permitted pursuant to Sections 2.07(a)(viii) and/or 2.07(a)(x) of the Loan Agreement; (vii) hire for reasonable fees and expenses consultants, brokers, appraisers, attorneys, accountants, administrators, advisors, and such other agents, service providers and contractors for the Partnership as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Partnership (provided that the Partnership shall not hire any “employees” (as such term is defined in the Interim Final Rule) or otherwise employ any salaried personnel); (viii) pay Partnership Expenses; (ix) subject to Section 6.3(a)(vii), cause the Partnership to purchase insurance to insure (A) the Partnership and (B) the members of the General Partner Group and their respective Affiliates in connection with the activities of the Partnership; (x) enter into, execute, maintain and/or terminate contracts, undertakings and any and all other instruments, agreements and documents in the name of the Partnership, and do or perform all such things as may be, in the General Partner’s good faith judgment, necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments or Temporary Investments which may include such representations, warranties and covenants as the General Partner in good xxxxx xxxxx necessary or advisable; (xi) bring legal actions on behalf of, or defend legal actions against, the Partnership; (xii) act as the “tax matters partner” under the Code and in any similar capacity under state, local or non-United States law; and (xiii) make, in its sole discretion, any and all elections for United States federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Section 754 of the Code or comparable provisions of United States federal, state, local or non-United States law.

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, itself and shall be authorized and empowered on behalf and in the name of the Partnership, 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 in its sole discretion 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 The Partnership and the General Partner on behalf of the Partnership, may enter into and perform any Subscription Agreement and the Investment Management Agreement, and any documents contemplated therein or related thereto, without any further act, vote or approval of any Person, including any Partner, notwithstanding any other provision of this Agreement. The General Partner is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Partnership, but such authorization shall always remain liable not be deemed to be a restriction on the power of the General Partner to enter into other documents on behalf of the Partnership. Subject to the express limitations set forth in this Agreement, nothing herein shall restrict the ability of the Partnership to invest alongside or in any Other Blackstone Account 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 authorized on behalf of the Partnership to engage in any activity not expressly limited herein, including if the Partnership is investing alongside or in such Other Blackstone Account and omissions hereundersuch activity is permitted under (or otherwise approved in accordance with) the governing terms of such Other Blackstone Account. Notwithstanding the foregoing and the powers and duties included in Section 4.1(a) below, each Limited Partner acknowledges and agrees that the General Partner may rely on investment related decisions relating to the Partnership’s Investments made by the general partner (or similar managing entity) of any Other Blackstone Account alongside or through which the Partnership invests. (ba) 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 agents, as may be appropriate, subject to the limitations contained elsewhere in this Agreement and the Investment Management Agreement, to: (i) make Investments consistent with the purposes of the Partnership; provided that the General Partner shall not make Primary Commitments to Other Blackstone Accounts that provide for carried interest, management fees or incentive fees to be paid or borne by the Partnership unless such fees result in a dollar-for-dollar reduction of the Management Fee or Performance Participation Allocation payable by the Partnership to its Investment Manager or its General Partner, as applicable (for the avoidance of doubt, this clause shall not restrict Investments that are made in connection with interests in Other Blackstone Accounts purchased on the secondary market as part of a portfolio transaction); (ii) 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); (iiiii) direct the formulation of investment policies and strategies for the Partnership, and select and approve the investment making of Partnership funds, all Investments in accordance with the Investment Guidelines and this Agreement including in or alongside any other limitations of this AgreementOther Blackstone Accounts; (iiiiv) acquire, hold, manage, own, sell, transfer, conveyexchange, exchange or pledge and 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 voting of any voting rights with respect to an Investment or a Temporary InvestmentInvestments, the approval of a restructuring of an Investment or in a Temporary Investment, participation in arrangements with creditorsPortfolio Entity, the institution and settlement or compromise of suits and administrative proceedings and other similar matters; (iv) enter into Permitted Interest Rate Xxxxxx; (v) incur Indebtedness in accordance with Section 4.2(c) manage Investments generally, including, but not limited to, managing Investments made by the Partnership and comply with the terms ultimate realization of those Investments and conditions of providing, or arranging for the Loan Documentsprovision of, management or managerial assistance to Portfolio Entities; (vi) enter into hedging transactions, including interest rate and currency hedging transactions, in connection with the making, disposing or carrying of any Investment; (vii) enter into derivative transactions, including credit default swaps that relate to the performance of underlying securities that are within the investment objectives of the Partnership, short sales (solely for interest rate and foreign currency hedging purposes), foreign exchange transactions and other derivative contracts or instruments; (viii) incur all expenditures permitted by this Agreement, and, to the extent that funds of the Partnership are available, pay all expenses, debts and obligations of the Partnership; (ix) admit an assignee of all or any portion of a Limited Partner’s Units to be an Assignee pursuant to and subject to the terms of Section 8.2; (x) enter into the Investment Management Agreement with the Investment Manager on behalf of the Partnership and delegate to the Investment Manager certain authority and discretion to act on behalf of the Partnership in making, managing and disposing of the Investments of the Partnership; provided, that the General Partner shall remain ultimately responsible for the management of the Partnership; (xi) open, maintain and close bank accounts and draw checks or other orders for the Custodial Accountpayment of money and open, the Escrow Accountmaintain and close brokerage, the Interest Reserve Account, the Working Capital Reserve Account money market fund and the Distribution Account; provided that amounts may only be placed in the Distribution Account to the extent permitted pursuant to Sections 2.07(a)(viii) and/or 2.07(a)(x) of the Loan Agreementsimilar accounts; (viixii) hire hire, appoint, remove and replace for reasonable fees usual and expenses customary payments and expenses, consultants, securities and/or futures brokers, appraisersdepositaries, attorneys, accountants, administrators, advisors, placement agents and such other agents, agents or other service providers and contractors for the Partnership as it may deem necessary or advisableadvisable in its sole discretion (including the Directors of the Partnership), and authorize any such agent to act for and on behalf of the Partnership (provided that the Partnership shall not hire any “employees” (as such term is defined in the Interim Final Rule) or otherwise employ any salaried personnel); (viii) pay Partnership Expenses; (ix) subject to Section 6.3(a)(vii), cause the Partnership to purchase insurance to insure (A) the Partnership and (B) the members of the General Partner Group and their respective Affiliates in connection with the activities of the Partnership; (xxiii) enter into, execute, maintain maintain, file, deliver and/or terminate contracts, undertakings undertakings, agreements and any and all other documents, instruments, agreements and documents certificates, reports or statements, or any amendment thereto in the name of the Partnership, and to do or perform all such things as may be, in the General Partner’s good faith judgment, be necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments or Temporary Investments and agreements with respect to borrowings and guarantees by the Partnership which may include such representations, warranties warranties, covenants, indemnities and covenants guaranties as the General Partner in good xxxxx xxxxx deems necessary or advisable; (xixiv) bring legal actions rely on behalf ofand shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or defend legal actions against, other paper or document reasonably believed by it to be genuine and to have been signed or presented by the Partnershipproper party or parties; (xiixv) consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it and any act as or omission suffered or taken by it on behalf of the “tax matters partner” under Partnership or in furtherance of the Code interests of the Partnership in good faith in reasonable reliance upon and in accordance with the advice of such counsel, accountants, appraisers, management consultants, investment bankers or other consultants and advisers shall be full justification for any similar capacity under statesuch act or omission, local and the General Partner shall be fully protected in so acting or non-United States law; andomitting to act; (xiiixvi) make, in its sole discretion, any and all elections for United States U.S. federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Section Sections 734(b), 743(b) and 754 of the Code and any election under Section 6226 of the Code, as applicable, or comparable provisions of United States federal, state, local or non-United States law; (xvii) modify the organizational structure or entity type of the Partnership (including by merger, consolidation, conversion or similar transaction), structure or restructure the Partnership’s investments and manage the Partnership’s status under the 1940 Act, including, without limitation, electing to rely on a different exclusion from the definition of “investment company” under the 1940 Act or registering the Partnership as an investment company; and (xviii) authorize and delegate authority to any partner, director, officer, employee or other agent of the General Partner, the Investment Manager or agent or employee of the Partnership to act for and on behalf of the Partnership in all matters related to or incidental to the foregoing.

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 xxxxxx 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 restructuring of an Investment or a Temporary Investment, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and other similar matters; (iv) enter into Permitted Interest Rate Xxxxxx; (v) incur Indebtedness in accordance with Section 4.2(c) and comply with the terms and conditions of the Loan Documents; (vi) open, maintain and close the Custodial Account, the Escrow Account, the Interest Reserve Account, the Working Capital Reserve Account and the Distribution Account; provided that amounts may only be placed in the Distribution Account to the extent permitted pursuant to Sections 2.07(a)(viii) and/or 2.07(a)(x) of the Loan Agreement; (vii) hire for reasonable fees and expenses consultants, brokers, appraisers, attorneys, accountants, administrators, advisors, and such other agents, service providers and contractors for the Partnership as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Partnership (provided that the Partnership shall not hire any “employees” (as such term is defined in the Interim Final Rule) or otherwise employ any salaried personnel); (viii) pay Partnership Expenses; (ix) subject to Section 6.3(a)(vii), cause the Partnership to purchase insurance to insure (A) the Partnership and (B) the members of the General Partner Group and their respective Affiliates in connection with the activities of the Partnership; (x) enter into, execute, maintain and/or terminate contracts, undertakings and any and all other instruments, agreements and documents in the name of the Partnership, and do or perform all such things as may be, in the General Partner’s good faith judgment, necessary or advisable in furtherance of the Partnership’s powers, objects or purposes or to the conduct of the Partnership’s activities, including entering into acquisition agreements to make or dispose of Investments or Temporary Investments which may include such representations, warranties and covenants as the General Partner in good xxxxx xxxxx necessary or advisable; (xi) bring legal actions on behalf of, or defend legal actions against, the Partnership; (xii) act as the “tax matters partner” under the Code and in any similar capacity under state, local or non-United States law; and (xiii) make, in its sole discretion, any and all elections for United States federal, state, local and non-United States tax matters, including any election to adjust the basis of Partnership property pursuant to Section 754 of the Code or comparable provisions of United States federal, state, local or non-United States law.