Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates: (i) to serve as the general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII Agreements, (ii) to serve as, and hold the Capital Commitment BREP VII Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII Agreements, (iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity, (iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership, (v) to serve as a member of limited liability companies and perform the functions of a member specified in the respective limited liability company agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company, (vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above, (vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Act, the BREP VII Agreements, and the respective partnership agreement of any partnership referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in the case of each of the foregoing, as amended, supplemented, restated or otherwise modified from time to time, (viii) any other lawful purpose, and (ix) to do all things necessary, desirable, convenient or incidental thereto. (b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following: (i) to be and become a general or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith; (ii) to acquire and invest in general or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts; (iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not; (iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments; (v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership; (vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness; (vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest; (viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices; (ix) to open, maintain and close accounts, including margin accounts, with brokers; (x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable; (xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies; (xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes; (xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith; (xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and (xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 3 contracts
Samples: Limited Partnership Agreement, Agreement of Limited Partnership (Blackstone Group L.P.), Agreement of Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:, subject to the Partnership Act,
(i) to serve as the a general partner of BREP VII XXXX (including any Alternative Vehicle and any Parallel FundVehicle) and perform the functions of a general partner of BREP VII XXXX (including any Alternative Vehicle and any Parallel FundVehicle) specified in the BREP VII XXXX Agreements,;
(ii) to serve as, and hold the Capital Commitment BREP VII XXXX Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII XXXX (including any Alternative Vehicle and any Parallel FundVehicle) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII XXXX (including any Alternative Vehicle and any Parallel FundVehicle) specified in the BREP VII XXXX Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII XXXX (including any Alternative Vehicle and any Parallel FundVehicle)), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII XXXX Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of DelawareCayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Cayman Islands and other applicable law.
Appears in 2 contracts
Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.), Agreement of Exempted Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Liberty Place and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Liberty Place specified in the BREP VII Agreements,Liberty Place Partnership Agreement;
(ii) to serve as, and hold the Capital Commitment BREP VII Liberty Place Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) Liberty Place and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) Liberty Place specified in the BREP VII Agreements,Liberty Place Partnership Agreement;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)Liberty Place), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII AgreementsLiberty Place Partnership Agreement, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) and perform the functions of a general partner of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) specified in the BREP VII SP XX XX Agreements,
(ii) to serve as, and hold the Capital Commitment BREP VII SP XX XX Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) specified in the BREP VII SP XX XX Agreements,
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,
(v) to serve as a member of limited liability companies and perform the functions of a member specified in the respective limited liability company agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel Fund)Fund or other partnership included in the definition of “SP XX XX”), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Act, the BREP VII Partnership Act and SP XX XX Agreements, and the respective partnership agreement of any partnership referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in the case of each of the foregoing, as amended, supplemented, restated or otherwise modified from time to time,
(viii) any other lawful purpose, and
(ix) to do all things necessary, desirable, convenient or incidental thereto...
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
and (xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:, subject to the Partnership Act,
(i) to serve as the a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Alban Gate and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Alban Gate specified in the BREP VII Agreements,Alban Gate Partnership Agreement;
(ii) to serve as, and hold the Capital Commitment BREP VII Alban Gate Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) Alban Gate and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) Alban Gate specified in the BREP VII Agreements,Alban Gate Partnership Agreement;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)Alban Gate), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII AgreementsAlban Gate Partnership Agreement, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of DelawareCayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Cayman Islands and other applicable law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) and perform the functions of a general partner of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) specified in the BREP VII SP RE VI Agreements,
(ii) to serve as, and hold the Capital Commitment BREP VII SP RE VI Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) specified in the BREP VII SP RE VI Agreements,
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,
(v) to serve as a member of limited liability companies and perform the functions of a member specified in the respective limited liability company agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel Fund)Fund or other partnership included in the definition of “SP RE VI”), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Act, the BREP VII Partnership Act and SP RE VI Agreements, and the respective partnership agreement of any partnership referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in the case of each of the foregoing, as amended, supplemented, restated or otherwise modified from time to time,
(viii) any other lawful purpose, and
(ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group Inc)
Purpose; Powers. (a) The purposes of the Partnership Company shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner sole member of BREP BMA VII (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a general partner member of BREP BMA VII (including any Alternative Vehicle and any Parallel Fund) specified in the BREP BMA VII Agreements,Agreement and to invest in GP-Related Investments;
(ii) to serve as, and hold the Capital Commitment BREP BCP VII Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP BCP VII (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP BCP VII (including any Alternative Vehicle and any Parallel Fund) specified in the BREP BCP VII Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through BMA VII or another entity,;
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(v) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP BMA VII and BCP VII (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,;
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner Managing Member and as are permitted under the LLC Act, the BREP BMA VII Agreement, the BCP VII Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause or (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viii) any other lawful purpose, ; and
(ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the Partnership Company shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner Managing Member in the conduct of the PartnershipCompany’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership Company in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the PartnershipCompany;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the PartnershipCompany, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the PartnershipCompany, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners Members cash or investments or other property of the PartnershipCompany, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII VIII (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a general partner of BREP VII VIII (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII VIII Agreements,;
(ii) to serve as, and hold the Capital Commitment BREP VII VIII Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII VIII (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII VIII (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII VIII Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,;
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(v) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII VIII (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,;
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII VIII Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause or (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viii) any other lawful purpose, ; and
(ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership Company shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner sole member of BREP VII (including any Alternative Vehicle and any Parallel Fund) BEMA II and perform the functions of a general partner member of BREP VII (including any Alternative Vehicle and any Parallel Fund) BEMA II specified in the BREP VII Agreements,BEMA II Agreement and to invest in GP-Related Investments;
(ii) to serve as, and hold the Capital Commitment BREP VII BEP II Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BEP II (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BEP II (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII BEP II Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through BEMA II or another entity,;
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(v) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII BEMA II and BEP II (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,;
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner Managing Member and as are permitted under the LLC Act, the BREP VII BEMA II Agreement, the BEP II Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause or (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viii) any other lawful purpose, ; and
(ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the Partnership Company shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner Managing Member in the conduct of the PartnershipCompany’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership Company in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the PartnershipCompany;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the PartnershipCompany, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the PartnershipCompany, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners Members cash or investments or other property of the PartnershipCompany, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Xxxxx and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Xxxxx specified in the BREP VII Agreements,Xxxxx Partnership Agreement;
(ii) to serve as, and hold the Capital Commitment BREP VII Xxxxx Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) Xxxxx and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) Xxxxx specified in the BREP VII Agreements,Xxxxx Partnership Agreement;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)Xxxxx), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII AgreementsXxxxx Partnership Agreement, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes purpose of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:, subject to the Partnership Act,
(i) (A) to serve as the a general partner of BREP VII Asia (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “BREP Asia”) and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Asia specified in the BREP VII Asia Agreements,
, and (iiB) to serve as, and hold the Capital Commitment BREP VII Asia Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII Asia (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “BREP Asia”) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) Asia specified in the BREP VII Asia Agreements,
(iiiii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly, and to invest in GP-Related Investments, Capital Commitment Investments and other Investments and acquire and invest in Securities or other property (directly or indirectly through another entity,
BREP Asia (ivincluding any Alternative Vehicle, Parallel Fund or other partnership included in the definition of “BREP Asia”) or otherwise), to serve as a general partner or limited partner partner, member, shareholder or other equity interest owner of other partnerships any Other Fund GP and perform the functions of a general or limited partner, member, shareholder or other equity interest owner specified in any such Fund GP’s respective partnership agreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time;
(iii) (A) to serve as a general or limited partner of any other partnership and perform the functions of a general or limited partner specified in the any such partnership’s respective partnership agreementsagreement, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,
and (vB) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,
(viiiv) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII Asia Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiiv) any other lawful purpose, ; and
(ixvi) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:
(i) to be and become a general or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of DelawareCayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Cayman Islands and other applicable law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:, subject to the Partnership Act,
(i) to serve as the a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) 000 Xxx Xxxxx Xxxxxx and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) 000 Xxx Xxxxx Xxxxxx specified in the BREP VII Agreements,000 Xxx Xxxxx Xxxxxx Partnership Agreement;
(ii) to serve as, and hold the Capital Commitment BREP VII 000 Xxx Xxxxx Xxxxxx Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) 000 Xxx Xxxxx Xxxxxx and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) 000 Xxx Xxxxx Xxxxxx specified in the BREP VII Agreements,000 Xxx Xxxxx Xxxxxx Partnership Agreement;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)000 Xxx Xxxxx Xxxxxx), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII Agreements000 Xxx Xxxxx Xxxxxx Partnership Agreement, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of DelawareCayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Cayman Islands and other applicable law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates, subject to the Partnership Act:
(i) to serve as the general partner of BREP VII BPPG and BPPI (including any Alternative Vehicle Vehicle, Parallel Fund or other partnership included in the definitions of “BPPG” and any Parallel Fund“BPPI”) and perform the functions of a general partner of BREP VII BPPG and BPPI (including any Alternative Vehicle Vehicle, Parallel Fund or other partnership included in the definitions of “BPPG” and any Parallel Fund“BPPI”) specified in the BREP VII BPPG Agreements and the BPPI Agreements,;
(ii) to serve as, and hold the Capital Commitment BREP VII BPPG/BPPI Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BPPG and BPPI (including any Alternative Vehicle Vehicle, Parallel Fund or other partnership included in the definitions of “BPPG” and any Parallel Fund“BPPI”) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BPPG and BPPI (including any Alternative Vehicle Vehicle, Parallel Fund or other partnership included in the definitions of “BPPG” and any Parallel Fund“BPPI”) specified in the BREP VII BPPG Agreements and the BPPI Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII BPPG and/or BPPI (including any Alternative Vehicle Vehicle, Parallel Fund or other partnership included in the definitions of “BPPG” and any Parallel Fund“BPPI”)), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII AgreementsBPPG Agreement, the BPPI Agreement, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of DelawareCayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Cayman Islands and other applicable law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) and perform the functions of a general partner of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) specified in the BREP VII SP RE VI Agreements,
(ii) to serve as, and hold the Capital Commitment BREP VII SP RE VI Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP RE VI”) specified in the BREP VII SP RE VI Agreements,
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,
(v) to serve as a member of limited liability companies and perform the functions of a member specified in the respective limited liability company agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII SP RE VI (including any Alternative Vehicle and any Vehicle, Parallel Fund)Fund or other partnership included in the definition of “SP RE VI”), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Act, the BREP VII Partnership Act and SP RE VI Agreements, and the respective partnership agreement of any partnership referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in the case of each of the foregoing, as amended, supplemented, restated or otherwise modified from time to time,
(viii) any other lawful purpose, and
(ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx sue and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Purpose; Powers. (a) The purposes purpose of the Partnership Company shall be, directly or indirectly through subsidiaries or Affiliates:
affiliates, (i) to serve as the general partner sole member of BREP VII (including any Alternative Vehicle and any Parallel Fund) BREA V Sub and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) the sole member specified in the BREP VII Agreements,
BREA V Sub LLC Agreement, (ii) to serve as, and hold the Capital Commitment BREP VII Interest as, a capital partner (and, if applicable, a limited partner and/or as a general partner) partner of BREP VII (including any Alternative Vehicle BREMA V and any Parallel Fund) BRECA V and perform the functions of a capital the general partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII Agreements,
BREMA V Partnership Agreement and of a general partner specified in the BRECA V Partnership Agreement, (iii) to make the Blackstone Capital Commitment invest in Investments and to acquire and invest in Securities or a portion thereof, either other property (directly or indirectly through another entity,
indirectly), (iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated supplemented or otherwise modified from time to time, of any such partnership,
, (v) to serve as a member of limited liability companies and perform the functions of a member specified in the respective limited liability company agreements, as amended, supplemented, restated supplemented or otherwise modified from time to time, of any such limited liability company,
, (vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner Managing Member and as are permitted under the LLC Act, the BREP VII AgreementsBREA V Sub LLC Agreement, the BREMA V Partnership Agreement, the BRE Holdings V Partnership Agreement, the BRECA V Partnership Agreement, and the respective partnership agreement agreements, as amended, supplemented or otherwise modified from time to time, of any partnership referred to in clause (iv) above above, and the respective limited liability company agreement agreements, as amended, supplemented or otherwise modified from time to time, of any limited liability company referred to in clause (v) above, in the case of each of the foregoing, as amended, supplemented, restated or otherwise modified from time to time,
(viiivii) any other lawful purpose, and
and (ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposespurpose, the Partnership Company shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(ivii) to invest and reinvest the cash assets of the Partnership Company in money-market or other short-term investments;
(viii) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the PartnershipCompany;
(viiv) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the PartnershipCompany, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(viiv) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viiivi) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ixvii) to open, maintain and close accounts, including margin accounts, with brokers;
(xviii) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xiix) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xiix) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, domestic and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiiixi) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or convenient, advisable or incident to carrying out its purposes;
(xivxii) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the PartnershipCompany, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xvxiii) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners Members cash or investments or other property of the PartnershipCompany, or any combination thereof; and
(xvixiv) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes purpose of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:, subject to the Partnership Act,
(i) to serve as the a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Associates and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) Associates specified in the BREP VII Agreements,Associates Partnership Agreement, and to invest in GP-Related Investments and other Investments and acquire and invest in Securities (directly or indirectly through Associates);
(ii) to serve as, and hold the make Blackstone’s Capital Commitment BREP VII Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) specified as defined in the BREP VII MB Asia Agreements,
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,Associates, and, subject to the last sentence of Section 2.1, to invest in Capital Commitment Investments;
(iviii) to serve as a general partner or limited partner partner, member, shareholder or other equity interest owner of other partnerships any Other Fund GP and perform the functions of a general or limited partner, member, shareholder or other equity interest owner specified in any such Fund GP’s respective partnership agreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time;
(iv) (A) to serve as a general or limited partner of any other partnership and perform the functions of a general or limited partner specified in the any such partnership’s respective partnership agreementsagreement, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,
and (vB) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII Associates Partnership Agreement, the MB Asia Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivi) any other lawful purpose, ; and
(ixvii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:
(i) to be and become a general or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of DelawareCayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Cayman Islands and other applicable law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII BREDS III (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a general partner of BREP VII BREDS III (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII BREDS III Agreements,;
(ii) to serve as, and hold the Capital Commitment BREP VII BREDS III Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BREDS III (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BREDS III (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII BREDS III Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, directly or indirectly, and to invest in GP-Related Investments, Capital Commitment Investments and other Investments and acquire and invest in Securities or other property either directly or indirectly through another entity,;
(iv) to serve as a general partner or limited partner partner, member, shareholder or other equity interest owner of other partnerships any Other Fund GP and perform the functions of a general partner or limited partner partner, member, shareholder or other equity interest owner specified in the any such Fund’s GP’s respective partnership agreementsagreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(v) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII BREDS III (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,;
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII BREDS III Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause or (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viii) any other lawful purpose, and
; and (ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
and (xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates, subject to the Partnership Act:
(i) to serve as the general partner of BREP VII BPPG and BPPI (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a general partner of BREP VII BPPG and BPPI (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII BPPG Agreements and the BPPI Agreements,;
(ii) to serve as, and hold the Capital Commitment BREP VII BPPG/BPPI Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BPPG and BPPI (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BPPG and BPPI (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII BPPG Agreements and the BPPI Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII BPPG and/or BPPI (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII AgreementsBPPG Agreement, the BPPI Agreement, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following, provided, that the Partnership shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of business exterior to the Cayman Islands:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market money -market or other short-term short -term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable non -negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of DelawareCayman Islands, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Cayman Islands and other applicable law.
Appears in 1 contract
Samples: Agreement of Exempted Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) and perform the functions of a general partner of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) specified in the BREP VII SP XX XX Agreements,
(ii) to serve as, and hold the Capital Commitment BREP VII SP XX XX Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel FundFund or other partnership included in the definition of “SP XX XX”) specified in the BREP VII SP XX XX Agreements,
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,
(v) to serve as a member of limited liability companies and perform the functions of a member specified in the respective limited liability company agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII SP XX XX (including any Alternative Vehicle and any Vehicle, Parallel Fund)Fund or other partnership included in the definition of “SP XX XX”), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Act, the BREP VII Partnership Act and SP XX XX Agreements, and the respective partnership agreement of any partnership referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in the case of each of the foregoing, as amended, supplemented, restated or otherwise modified from time to time,
(viii) any other lawful purpose, and
(ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
and (xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group Inc)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) OMP and perform the functions of a general partner of BREP VII (including any Alternative Vehicle and any Parallel Fund) OMP specified in the BREP VII Agreements,OMP Partnership Agreement;
(ii) to serve as, and hold the Capital Commitment BREP VII OMP Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) OMP and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII (including any Alternative Vehicle and any Parallel Fund) OMP specified in the BREP VII Agreements,OMP Partnership Agreement;
(iii) to make the Blackstone Capital Commitment or a portion thereof, either directly or indirectly through another entity,
(iv) to serve as a general partner or limited partner of other partnerships and perform the functions of a general partner or limited partner specified in the respective partnership agreements, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(viv) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(viv) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII (including any Alternative Vehicle and any Parallel Fund)OMP), including, without limitation, in connection with any action referred to in any of clauses (i) through (viv) above,;
(viivi) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII AgreementsOMP Partnership Agreement, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viiivii) any other lawful purpose, ; and
(ixviii) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
(xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group L.P.)
Purpose; Powers. (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates:
(i) to serve as the general partner of BREP VII BREDS II (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a general partner of BREP VII BREDS II (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII BREDS II Agreements,;
(ii) to serve as, and hold the Capital Commitment BREP VII BREDS II Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BREDS II (including any Alternative Vehicle and any Parallel Fund) and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BREP VII BREDS II (including any Alternative Vehicle and any Parallel Fund) specified in the BREP VII BREDS II Agreements,;
(iii) to make the Blackstone Capital Commitment or a portion thereof, directly or indirectly, and to invest in GP-Related Investments, Capital Commitment Investments and other Investments and acquire and invest in Securities or other property either directly or indirectly through another entity,;
(iv) to serve as a general partner or limited partner partner, member, shareholder or other equity interest owner of other partnerships any Other Fund GP and perform the functions of a general partner or limited partner partner, member, shareholder or other equity interest owner specified in the any such Fund’s GP’s respective partnership agreementsagreement, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such partnership,;
(v) to serve as a member member, shareholder or other equity interest owner of limited liability companies companies, other companies, corporations or other entities and perform the functions of a member member, shareholder or other equity interest owner specified in the respective limited liability company agreementsagreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company,, company, corporation or other entity;
(vi) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property (directly or indirectly through BREP VII BREDS II (including any Alternative Vehicle and any Parallel Fund)), including, without limitation, in connection with any action referred to in any of clauses (i) through (v) above,;
(vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the LLC Partnership Act, the BREP VII BREDS II Agreements, and the respective any applicable partnership agreement of any partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iv) above and the respective limited liability company agreement of any limited liability company referred to in clause or (v) above, in each case as the case of each of the foregoing, as same may be amended, supplemented, restated or otherwise modified from time to time,;
(viii) any other lawful purpose, and
; and (ix) to do all things necessary, desirable, convenient or incidental thereto.
(b) In furtherance of its purposes, the General Partner on behalf of the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following:
(i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith;
(ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts;
(iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not;
(iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments;
(v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership;
(vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness;
(vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest;
(viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices;
(ix) to open, maintain and close accounts, including margin accounts, with brokers;
(x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys;
(xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable;
(xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies;
(xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes;
(xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith;
(xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and
and (xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.
Appears in 1 contract
Samples: Agreement of Limited Partnership (Blackstone Group L.P.)