Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership: (1) to issue to any Partner an instrument certifying that the Partner is the owner of Units; (2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors; (3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors; (4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership; (5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership; (6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents; (7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements; (8) to make determinations regarding subscriptions for and/or the Transfer of Units, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling agreements relating to the sale of Units, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement; (9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership; (10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement; (11) to manage or oversee the general administrative and operational aspects of the Partnership; and (12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 15 contracts
Samples: Limited Partnership Agreement (Hatteras Core Alternatives TEI Fund, L.P.), Limited Partnership Agreement (Hatteras Core Alternatives TEI Institutional Fund, L.P.), Agreement of Limited Partnership (Hatteras Core Alternatives Institutional Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Units;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 1000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of Units, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling agreements relating to the sale of Units, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 5 contracts
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy TEI Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Institutional Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Institutional Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any other Person under the terms of any agreement between the Partnership and such investment manager the Adviser or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of UnitsShares;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsShares, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsShares, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and;
(12) as directed by the Directors, to establish additional classes create one or more subsidiaries for purposes of Limited Partners, General Partners, conducting all or Units having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations a portion of the Partnership, and having separate ’s business purposes or investment objectives as provided that any such subsidiary shall not take any action that the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such classPartnership would be prohibited by this Agreement from taking directly.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (PMF TEI Fund, L.P.), Limited Partnership Agreement (PMF Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Units;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c3.3(c)(7) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of Units, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling agreements relating to the sale of Units, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Hatteras Core Alternatives Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Investment Manager or any other Person under the terms of any agreement between the Partnership and such investment manager the Investment Manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Investment Manager or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 3 contracts
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy Fund II, L.P.), Limited Partnership Agreement (Hatteras Master Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Fund I, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx1940 Act) and other professional advisers and consultants as the xx xxx General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(cSECTION 3.1(C) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c3.3(c)(7) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section SECTION 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article ARTICLE V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy TEI Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Fund I, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any other Person under the terms of any agreement between the Partnership and such investment manager the Adviser or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of Units, including, without limitation, determinations regarding the suspension of subscriptionsInterests, and to execute, deliver and perform subscription agreements, selling agreements relating to the sale of Units, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) as provided in Section 5.6 of this Agreement, to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors (following unanimous approval of the Directors), to establish additional classes create one or more subsidiaries for purposes of Limited Partners, General Partners, conducting all or Units having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations a portion of the Partnership’s business, and having separate business purposes or investment objectives as provided that any such subsidiary shall not take any action that the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such classPartnership would be prohibited by this Agreement from taking directly.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (HarbourVest - Origami Structured Solutions L.P.), Agreement of Limited Partnership (Endowment PMF Master Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any other Person under the terms of any agreement between the Partnership and such investment manager the Adviser or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 1000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes series of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is series are limited to the assets and liabilities of such classthat series.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Endowment Master Fund L P), Limited Partnership Agreement (Endowment Master Fund L P)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any other Person under the terms of any agreement between the Partnership and such investment manager the Adviser or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner partner in accordance with Section 3.1(c3.1(b) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any of their principals, Partnerspartners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership Partnership, and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes series of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is series are limited to the assets and liabilities of such classthat series.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp), Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any other Person under the terms of any agreement between the Partnership and such investment manager the Adviser or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner partner in accordance with Section 3.1(c3.1(b) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any of their principals, Partnerspartners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership Partnership, and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes series of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is series are limited to the assets and liabilities of such classthat series.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds II LP), Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds II LP)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Units;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 1900 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c3.3(c)(7) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of Units, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling agreements relating to the sale of Units, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 2 contracts
Samples: Agreement of Limited Partnership (Hatteras Core Alternatives Fund, L.P.), Agreement of Limited Partnership (Hatteras Core Alternatives Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Units;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 1000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c3.3(c)(7) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of Units, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling agreements relating to the sale of Units, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy Fund I, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy Fund I, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 2 contracts
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy TEI Institutional Fund, L.P.), Limited Partnership Agreement (Hatteras Multi-Strategy TEI Institutional Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(cSECTION 3.1(C) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided PROVIDED that any persons approved appointed as officers of the Partnership pursuant to Section 3.3(c) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section SECTION 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article ARTICLE V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hatteras Master Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx1940 Act) and other professional advisers and consultants as the xx xxx General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(cSECTION 3.1(C) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided PROVIDED that any persons approved appointed as officers of the Partnership pursuant to Section 3.3(c) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section SECTION 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article ARTICLE V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hatteras Master Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c3.3(c)(7) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy TEI Fund, L.P.)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any other Person under the terms of any agreement between the Partnership and such investment manager the Adviser or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 1000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner partner in accordance with Section 3.1(c3.1(b) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any of their principals, Partnerspartners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership Partnership, and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes series of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is series are limited to the assets and liabilities of such classthat series.
Appears in 1 contract
Samples: Limited Partnership Agreement (Morgan Stanley Institutional Fund of Hedge Funds Lp)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any other Person under the terms of any agreement between the Partnership and such investment manager the Adviser or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx) and other professional advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement the Adviser or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as the officers of the Partnership pursuant to Section 3.3(c) of this AgreementPartnership, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes series of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is series are limited to the assets and liabilities of such classthat series.
Appears in 1 contract
Samples: Limited Partnership Agreement (Endowment Master Fund L P)
Powers Reserved by the General Partner. Notwithstanding anything in this Agreement to the contrary, the General Partner retains all rights, duties and powers to manage the affairs of the Partnership that may not be delegated under Delaware law, and that are not otherwise delegated by the General Partner to the Directors or assumed by any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any other Person under the terms of any agreement between the Partnership and such investment manager or any other Person. Specifically, and without limitation, the General Partner will retain full power and authority on behalf of and in the name of the Partnership:
(1) to issue to any Partner an instrument certifying that the Partner is the owner of Unitsan Interest;
(2) to call and conduct meetings of Partners at the Partnership’s 's principal office or elsewhere as it may determine, and to assist the Directors in calling and conducting meetings of the Directors;
(3) to engage and terminate attorneys, accountants (subject to the provisions of the 0000 Xxx1940 Act) and other professional prxxxxxxxxal advisers and consultants as the General Partner deems necessary or advisable in connection with the affairs of the Partnership or as may be directed by the Directors;
(4) to act as tax matters Partner in accordance with Section 3.1(c) of this Agreement, and to assist in the preparation and filing of any required tax or information returns to be made by the Partnership;
(5) as directed by the Directors, to commence, defend and conclude any action, suit, investigation or other proceeding that pertains to the Partnership or any assets of the Partnership;
(6) as directed by the Directors, to arrange for the purchase of any insurance covering the potential liabilities of the Partnership or relating to the performance of the Directors, the General Partner, any investment manager engaged pursuant to Section 3.1(a) of this Agreement or any of their principals, Partners, directors, officers, members, employees and agents;
(7) to execute, deliver and perform any contracts, agreements and other undertakings, and to engage in activities and transactions that are necessary or appropriate for the conduct of the business of the Partnership and to bind the Partnership by those contracts, agreements, and other undertakings, provided that any persons approved as officers of the Partnership pursuant to Section 3.3(c3.3(c)(7) of this Agreement, as directed by the Directors, may execute and deliver contracts and agreements on behalf of the Partnership and bind the Partnership to those contracts and agreements;
(8) to make determinations regarding subscriptions for and/or the Transfer of UnitsInterests, including, without limitation, determinations regarding the suspension of subscriptions, and to execute, deliver and perform subscription agreements, selling placement agency agreements relating to the sale placement of UnitsInterests, administration agreements appointing an administrator to perform various administrative action on behalf of the Partnership, escrow agreements and custodial agreements without the consent of or notice to any other Person, notwithstanding any other provision of this Agreement;
(9) to make determinations regarding appropriate reserves to be created for the contingent, conditional or unmatured liabilities of the Partnership;
(10) as provided in Section 7.2 of this Agreement, to make determinations regarding adjustments to the computation of Net Profit or Net Loss and allocations among the Partners under Article V of this Agreement;
(11) to manage or oversee the general administrative and operational aspects of the Partnership; and
(12) as directed by the Directors, to establish additional classes of Limited Partners, General Partners, or Units Interests having separate rights, powers, or duties with respect to specified property or obligations of the Partnership or profits or losses associated with specified property or obligations of the Partnership, and having separate business purposes or investment objectives as the Directors may determine, consistent with the 1940 Act and the Delaware Act, so long as the assets and liabilities of one class is limited to the assets and liabilities of such class.
Appears in 1 contract
Samples: Limited Partnership Agreement (Hatteras Multi-Strategy Fund I, L.P.)
